Codere Online Luxembourg S.A 10-K16 Feb 222021 FY Annual reportFinancial data

Company Profile

Cover

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Sep. 30, 2021	Nov. 29, 2021	Mar. 31, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--09-30
Entity File Number	001-39767
Entity Registrant Name	CODERE ONLINE U.S. CORP.*
Entity Central Index Key	0001828957
Entity Tax Identification Number	85-3244031
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7 rue Robert Stümper
Entity Address, City or Town	Luxembourg
Entity Address, State or Province	DE
Entity Address, Country	LU
Entity Address, Postal Zip Code	L-2557
City Area Code	34
Local Phone Number	91 354 28 19
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 122,698,349
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		12,870,000
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		3,125,000

BALANCE SHEET

BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets
Cash	$ 268,360
Prepaid expenses	121,450
Total Current Assets	389,810
Cash and marketable securities held in Trust Account	125,056,567
Total Assets	125,446,377
Current liabilities
Accrued expenses	1,152,917
Total Current Liabilities	1,152,917
Warrant Liability	223,850
Total Liabilities	1,376,767
Class A common stock subject to possible redemption, 12,500,000 shares at redemption value	125,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(930,739)
Total Stockholders’ Deficit	(930,390)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	125,446,377
Common Class A [Member]
Stockholders’ Deficit
Common stock value	37
Common Class B [Member]
Stockholders’ Deficit
Common stock value	$ 312	[1]

[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock. All share and per-share amounts have been retroactively restated to reflect the stock dividend (see Note 6).

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Sep. 30, 2021$ / sharesshares
Temporary Equity, Shares Outstanding	12,500,000
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	370,000
Common stock, shares outstanding	370,000
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	3,125,000
Common stock, shares outstanding	3,125,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	12 Months Ended
STATEMENT OF OPERATIONS	Sep. 30, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 1,521,995
Loss from operations	(1,521,995)
Other income (expense):
Change in fair value of warrant liability	(114,700)
Interest income on marketable securities held in Trust Account	50,181
Unrealized gain on marketable securities held in Trust Account	6,386
Other expense, net	(58,133)
Net loss	$ (1,580,128)
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption \| shares	10,102,740
Basic and diluted net loss per share, Class A common stock subject to redemption \| $ / shares	$ (0.12)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock \| shares	3,261,712
Basic and diluted net loss per share, Non-redeemable common stock \| shares	(0.12)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - 12 months ended Sep. 30, 2021 - USD ($)		Common Stock Class A Subject To Possible Redemption [Member]	Common Stock Class A [Member]	Common Stock Class B [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Total
Balance – September 30, 2020 at Sep. 30, 2020
Beginning balance, shares at Sep. 30, 2020
Issuance of Class B common stock to Sponsor	[1]			$ 316	24,684		25,000
Issuance of Class B common stock to Sponsor, shares				3,162,500
Sale of 12,500,000 Units		$ 120,757,490
SaleOfUnitsShares		12,500,000
Deemed capital contribution from issuance of private placement units			$ 37		3,699,963		3,700,000
Deemed capital contribution from issuance of private placement units, shares			370,000
Warrant liability					(109,150)		(109,150)
Forfeiture of Founder Shares				$ (4)	4
Forfeiture of Founder Shares , shares				(37,500)
Accretion of Class A common stock subject to possible redemption		4,242,510			(3,615,501)	649,389	(2,966,112)
Net loss						(1,580,128)	(1,580,128)
Balance – September 30, 2021 at Sep. 30, 2021		$ 125,000,000	$ 37	$ 312		$ (930,739)	$ (930,390)
Ending balance, shares at Sep. 30, 2021		12,500,000	370,000	3,125,000

[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock (see Note 6).

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Parenthetical)	12 Months Ended
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Parenthetical)	Sep. 30, 2021shares
Statement of Stockholders' Equity [Abstract]
Stock Issued During Period, Shares, Issued for Services	12,500,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	12 Months Ended
STATEMENT OF CASH FLOWS	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,580,128)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(50,181)
Unrealized gain on marketable securities held in Trust Account	(6,386)
Change in change in fair value of warrant liability	114,700
Offering cost allocable to warrant liability	396
Changes in operating assets and liabilities:
Prepaid expenses	(121,450)
Accrued expenses	1,112,917
Net cash used in operating activities	(530,132)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(125,000,000)
Net cash used in investing activities	(125,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to the Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	122,500,000
Proceeds from sale of Private Units	3,700,000
Proceeds from promissory note – related party	155,747
Repayment of promissory note – related party	(155,747)
Payments of offering costs	(426,508)
Net cash provided by financing activities	125,798,492
Net Change in Cash	268,360
Cash – Beginning	0
Cash – Ending	268,360
Non-Cash Investing and Financing Activities:
Initial classification of Class A common stock subject to possible redemption	$ 125,000,000

NOTE 1. DESCRIPTION OF ORGANIZA

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2021
Accounting Policies [Abstract]
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II) (the “Company”) was incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target for a Business Combination. We do not expect to generate any operating revenues. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on December 7, 2020. On December 10, 2020, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $125,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 370,000 units (each, a “Private Unit” and, collectively, the “Private Units”) at a price of $10.00 per Private Unit in a private placement to DD3 Sponsor Group, LLC (the “Sponsor”) and the Forward Purchase Investors (as defined in Note 5), generating gross proceeds of $3,700,000, which is described in Note 5. Transaction costs amounted to $2,966,508, consisting of $2,500,000 of underwriting fees and $466,508 of other offering costs. Following the closing of the Initial Public Offering on December 10, 2020, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), located in the United States and invested only 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 selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Units, although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. The Company was required to complete a Business Combination with one or more target businesses that together had an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company would only complete a Business Combination if the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company was required to provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a stockholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public stockholders were entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There would be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares of common stock are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company would only proceed with a Business Combination if the Company had net tangible assets of at least $ 5,000,001 If the Company sought stockholder approval of a Business Combination and it did not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provided that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), would be restricted from converting its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, initial stockholders, officers and directors agreed (a) to waive their conversion rights with respect to any Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination or any amendment to the Amended and Restated Certificate of Incorporation prior thereto and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligations with respect to conversion rights as described in the Company’s final prospectus for its Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provided the public stockholders with the opportunity to convert their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. The Company had until December 10, 2022 to complete a Business Combination (the “Combination Period”). If the Company was unable to complete a Business Combination within the Combination Period, the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemed the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, divided by the number of then outstanding Public Shares, which redemption would have completely extinguished public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolved and liquidated, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There would be no conversion rights or liquidating distributions with respect to the Company’s warrants, which would expire worthless if the Company failed to complete a Business Combination within the Combination Period. The Company’s Sponsor, initial stockholders, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company had failed to complete a Business Combination within the Combination Period. However, if the Company’s Sponsor, initial stockholders, officers or directors acquired Public Shares in or after the Initial Public Offering, such Public Shares would have been entitled to liquidating distributions from the Trust Account if the Company failed to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution would have been less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduced the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability would not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver was deemed to be unenforceable against a third party, the Sponsor would not be responsible to the extent of any liability for such third-party claims. The Company would seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company did business, executed agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination On June 21, 2021, we entered into the Business Combination Agreement with Codere Newco, S.A.U., a corporation ( sociedad anónima unipersonal sociedad anónima unipersonal Pursuant to the Business Combination Agreement, following the effectiveness of (i) the contribution and exchange, effective at 10:00 a.m. New York time on November 29, 2021 (the “Exchange Effective Time”), by Codere Newco of its ordinary shares of SEJO, all with a nominal value of €1.00 per share, (the “SEJO Ordinary Shares”) to Holdco in exchange for additional ordinary shares of Holdco, with a nominal value of €1.00 per share (the “Holdco Ordinary Shares”), which were subscribed for by Codere Newco (the “Exchange”), as contemplated by and pursuant to the Contribution and Exchange Agreement, dated as of June 21, 2021, by and between Holdco, SEJO and Codere Newco (the “Contribution and Exchange Agreement”) and (ii) the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Holdco (the “Merger”) at 12:01 a.m. New York time on November 30, 2021 (the “Merger Effective Time”), the parties consummated the Codere Business Combination and SEJO and the Company became direct wholly-owned subsidiaries of Holdco. Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: ● pursuant to the Contribution and Exchange Agreement, Codere Newco, effective on the Exchange Effective Time, contributed its SEJO Ordinary Shares constituting all the issued and outstanding share capital of SEJO to Holdco in exchange for additional Holdco Ordinary Shares, which were subscribed for by Codere Newco. As a result of the Exchange, SEJO became a wholly-owned subsidiary of Holdco and Holdco continued to be a wholly-owned subsidiary of Codere Newco at the Exchange Effective Time; ● after the Exchange and immediately prior to the Merger Effective Time, each share of the Company’s Class B common stock automatically converted into and exchanged for one share of the Company’s Class A common stock (the “Class B Conversion”); ● on the Closing date, pursuant to the Merger, Merger Sub merged with and into the Company, with the Company surviving such merger and becoming a direct wholly-owned subsidiary of Holdco and, in connection therewith, the Company’s corporate name changed to “Codere Online U.S. Corp.”; ● in connection with the Merger, all shares of the Company’s Class A common stock issued and outstanding immediately prior to the Merger Effective Time, but after the Class B Conversion, were contributed to Holdco in exchange for the Merger Consideration (as defined in the Business Combination Agreement) in the form of one Holdco Ordinary Share for each share of the Company’s Class A common stock pursuant to the share capital increase of Holdco by way of the issuance of one Holdco Ordinary Share in consideration of each share of the Company’s Class A common stock issued and outstanding immediately prior to the Merger Effective Time (which for the avoidance of doubt did not include shares of the Company’s Class A common stock as to which redemption rights were exercised) (the “Holdco Capital Increase”), as set forth in the Business Combination Agreement; and ● as of the Merger Effective Time, each warrant of the Company that was outstanding immediately prior to the Merger Effective Time no longer represented a right to acquire one share of the Company’s DD3 Class A common stock and instead represented the right to acquire one Holdco Ordinary Share on substantially the same terms. Codere Newco held 30,000,000 Holdco Ordinary Shares upon consummation of the Exchange. At the Merger Effective Time, each share of the Company’s Class A common stock issued and outstanding immediately prior to the Merger Effective Time was exchanged for one validly issued and fully paid Holdco Ordinary Share. The terms of the Business Combination Agreement and other related ancillary agreements entered into in connection with the closing of the Codere Business Combination (the “Closing”) are summarized in more detail in our Current Report on Form 8-K filed with the SEC on June 22, 2021 and in the Form F-4. Liquidity and Management’s Plans As of September 30, 2021, the Company had approximately $ 268,360 583,674 25,000 300,000 105,747 Management was of the belief that the funds which the Company had available at September 30, 2021 were insufficient to sustain operations for a period of at least one (1) year from the issuance date of this financial statement. Accordingly, substantial doubt about the Company’s ability to continue as a going concern existed. On June 21, 2021, the Company entered into the Business Combination Agreement and subsequently on November 30, 2021, the Codere Business Combination closed, which provided the Company access to additional capital that is sufficient to sustain operations and meet obligations as they become due within one year. As such, substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2021
Accounting Policies [Abstract]
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 condensed financial statements 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 statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Class A Common Stock Subject to Possible Redemption The Company accounted for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption were classified as a liability instrument and were measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) was classified as temporary equity. At all other times, common stock was classified as stockholders’ equity. The Company’s Class A common stock featured certain redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption was presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrant Liabilities The Company accounted for the Private Warrants (as defined below) in accordance with the guidance contained in ASC 815-40, under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the Company’s Private Warrants were not indexed to the Company’s common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Company classified the Private Warrants as liabilities at their fair value and adjusted the Private Warrants to fair value at each reporting period. These liabilities were subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in the statement of operations. The Private Warrants were valued using a modified Black Scholes model. Offering Costs The Company accounted for offering costs in accordance with the guidance contained in ASC 340, Other assets and deferred costs Miscellaneous Accounting – Expenses of the Offering. 2,966,508 2,500,000 466,508 Income Taxes The Company followed the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities were 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 were 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 was recognized in income in the period that included the enactment date. Valuation allowances were established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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 recognized accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city 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, state and city 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 Loss Per Common Share Net loss per share was computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2021, which were not redeemable and were not redeemable at fair value, were excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company had not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 370,000 The Company’s statement of operations included a presentation of net earnings (loss) per share of common stock subject to possible redemption and allocated the net income (loss) into the two classes of stock in calculating net earnings (loss) per common share, basic and diluted. For Class A redeemable common stock, net earnings (loss) per common share was calculated by dividing the net loss by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. For Class B non-redeemable common stock, neat earnings (loss) per share was calculated by dividing the net loss by the weighted average number of Class B nonredeemable common stock outstanding for the period. Class B non-redeemable common stock included the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of basic and diluted net income loss per common share For the Period from Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Net loss $ (1,194,483 ) Net loss attributable to Class A common stock subject to possible redemption $ (1,194,483 ) Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 10,102,740 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.12 ) Non-Redeemable Class B common stock Numerator: Net loss minus net earnings Net loss $ (385,644 ) Non-redeemable net loss $ (385,644 ) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 3,261,712 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.12 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consisted of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 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. 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” (“ASC 820”), approximated the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We have not yet assessed the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING	12 Months Ended
NOTE 3. INITIAL PUBLIC OFFERING	Sep. 30, 2021
Note 3. Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 12,500,000 1,500,000 10.00 11.50

NOTE 4. PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT	12 Months Ended
NOTE 4. PRIVATE PLACEMENT	Sep. 30, 2021
Note 4. Private Placement
NOTE 4. PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Forward Purchase Investors purchased an aggregate of 370,000 10.00 3,700,000 296,000 74,000 11.50 Certain funds affiliated with Baron Capital Group, Inc., which are members of the Sponsor, and MG Partners Multi-Strategy Fund LP (collectively, the “Forward Purchase Investors”) entered into contingent forward purchase agreements with the Company as described in Note 6. Contemporaneously with the execution and delivery of the Business Combination Agreement, the Company entered into two separate Subscription Agreements with DD3 Capital Partners S.A. de C.V. (“DD3 Capital”) and Larrain Investment Inc. (“Larrain”) (the “Subscription Agreements”) as described in Note 6.

NOTE 5. RELATED PARTY TRANSACTI

NOTE 5. RELATED PARTY TRANSACTIONS	12 Months Ended
NOTE 5. RELATED PARTY TRANSACTIONS	Sep. 30, 2021
Related Party Transactions [Abstract]
NOTE 5. RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 13, 2020, the Sponsor purchased 2,875,000 25,000 287,500 3,162,500 The Company’s Sponsor, initial stockholders, officers and directors agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of one year after the date of the consummation of a Business Combination and the date on which the closing price of the Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing 150 days after a Business Combination, or earlier if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due from Sponsor As of December 10, 2020, the Company advanced the Sponsor an aggregate of $ 25,000 25,000 Administrative Services Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $ 10,000 100,000 80,000 Promissory Note — Related Party On October 13, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $ 150,000 105,747

NOTE 6. COMMITMENTS AND CONTING

NOTE 6. COMMITMENTS AND CONTINGENCIES	12 Months Ended
NOTE 6. COMMITMENTS AND CONTINGENCIES	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
NOTE 6. COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Agreement The holders of the Founder Shares, as well as certain holders of the Private Units (and all underlying securities), were entitled to certain registration rights pursuant to a registration rights agreement, dated as of December 7, 2020, among the Company and such holders. Such agreement was terminated and superseded by the Registration Rights and Lock-Up Agreement which the Company, Codere Newco, Holdco, the Sponsor, the Forward Purchase Investors and the other parties thereto entered into at Closing (the “Registration Rights and Lock-Up Agreement”), which provides customary demand and piggyback registration rights. Pursuant to the Registration Rights and Lock-Up Agreement, Holdco agreed that, within 30 calendar days after the Closing date, it will file with the SEC a registration statement to permit the public resale of certain Holdco Ordinary Shares and Holdco warrants (including underlying securities) held by the Holders (as defined in the Registration Rights and Lock-Up Agreement), and that it will use its reasonable best efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days following the filing deadline, provided that the effectiveness deadline will be extended to 90 calendar days after the filing deadline if the registration statement is reviewed by, and receives comments from, the SEC. Underwriting Agreement The underwriters were paid a cash underwriting discount of $ 0.20 2,500,000 Business Combination Marketing Agreement The Company engaged the underwriters as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders 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 a Business Combination, provide financial advisory services to assist the Company in the Company’s efforts to obtain any 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 the underwriters a cash fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5 Forward Purchase Agreements In connection with the Codere Business Combination, (i) Baron Global Advantage Fund, Baron Emerging Markets Fund and Destinations International Equity Fund, certain funds affiliated with Baron Capital Group, Inc. (collectively, “Baron”) elected to purchase an aggregate of 2,500,000 25,000,000 10.00 2,500,000 25,000,000 10.00 Subscription Agreements Contemporaneously with the execution and delivery of the Business Combination Agreement, the Company entered into two separate Subscription Agreements with DD3 Capital and Larrain, in each case to which Holdco is also a party, pursuant to which the Company issued and sold, in a private placement that closed immediately prior to the Merger, (i) an aggregate of 500,000 5,000,000 10.00 1,224,000 12,240,000 10.00 Warrant Amendment Agreement In connection with the Closing of the Codere Business Combination, the Company, Holdco and Continental Stock Transfer & Trust Company, as warrant agent, entered into an agreement at Closing (the “Warrant Amendment Agreement”) to amend the warrant agreement, dated as of December 7, 2020, by and between the Company and Continental, as warrant agent, governing the Public Warrants and Private Warrants entered into by the Company, Holdco and Continental, as warrant agent (the “Original Warrant Agreement”), pursuant to which, among others, as of the Merger Effective Time, (i) each of the issued Public Warrants and Private Warrants that was outstanding immediately prior to the Merger Effective Time ceased to represent a right to acquire one share of the Company’s Class A common stock and instead represented the right to acquire one Holdco Ordinary Share on substantially the same terms as set forth in the Original Warrant Agreement and (ii) the Company assigned to Holdco all of the Company’s right, title and interest in and to the Original Warrant Agreement and Holdco assumed, and agreed to pay, perform, satisfy and discharge in full, all of the Company’s liabilities and obligations under the Original Warrant Agreement arising from and after the Merger Effective Time. Baron Support Agreement Contemporaneously with the execution and delivery of the Business Combination Agreement, the Company entered into the Investor Support Agreement with Baron (the “Baron Support Agreement”), pursuant to which Baron irrevocably waived its redemption rights with respect to 996,069 Pursuant to the Business Combination Agreement, the Company undertook not to amend, modify, waive or otherwise change any of the Baron Support Agreement, Forward Purchase Agreements and Subscription Agreements without the prior written consent of SEJO, such consent not to be unreasonably withheld, delayed or conditioned.

NOTE 7. STOCKHOLDERS_ EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY	12 Months Ended
NOTE 7. STOCKHOLDERS’ EQUITY	Sep. 30, 2021
Equity [Abstract]
NOTE 7. STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 12,500,000 Class B Common Stock — 10,000,000 0.0001 3,125,000 At September 30, 2021, only holders of Class B common stock had the right to vote on the election of directors prior to a Business Combination. Holders of Class A common stock and Class B common stock would vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. After the Exchange and immediately prior to the Merger Effective Time, each share of the Company’s Class B common stock automatically converted into and exchanged for one share of the Company’s Class A common stock (the Class B Conversion). At February 16, 2022, the Company is authorized to issue up to 1,000 0.01 100

NOTE 8. WARRANTS

NOTE 8. WARRANTS	12 Months Ended
NOTE 8. WARRANTS	Sep. 30, 2021
Note 8. Warrants
NOTE 8. WARRANTS	NOTE 8. WARRANTS In connection with the Closing of the Codere Business Combination, the Company, Holdco and Continental Stock Transfer & Trust Company, as warrant agent, entered into the Warrant Amendment Agreement, pursuant to which, among others, as of the Merger Effective Time, (i) each of the issued Public Warrants and Private Warrants that was outstanding immediately prior to the Merger Effective Time ceased to represent a right to acquire one share of the Company’s Class A common stock and instead represented the right to acquire one Holdco Ordinary Share on substantially the same terms as set forth in the Original Warrant Agreement and (ii) the Company assigned to Holdco all of the Company’s right, title and interest in and to the Original Warrant Agreement and Holdco assumed, and agreed to pay, perform, satisfy and discharge in full, all of the Company’s liabilities and obligations under the Original Warrant Agreement arising from and after the Merger Effective Time. The Holdco public warrants became exercisable as of December 30, 2021. The Holdco public warrants will expire five years after the consummation of the Codere Business Combination or earlier upon redemption or liquidation. Under the terms of the Original Warrant Agreement, Public Warrants were only exercisable for a whole number of shares. No fractional shares were issuable upon exercise of the Public Warrants. The Company could redeem the Public Warrants (excluding the Private Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● 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 Class A 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 commencing at any time 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 Class A common stock underlying the warrants. If and when the warrants became redeemable by the Company, the Company may have exercised its redemption right even if it were unable to register or qualify the underlying securities for sale under all applicable state securities laws. Under the terms of the Original Warrant Agreement, if the Company called the Public Warrants for redemption, management would 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 Original Warrant Agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may have been adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants would not have been adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event would the Company have been required to net cash settle the warrants. If the Company had been unable to complete a Business Combination within the Combination Period and the Company liquidated the funds held in the Trust Account, holders of warrants would not have received any of such funds with respect to their warrants, nor will they have received any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants could have expired worthless. In addition, under the terms of the Original Warrant Agreement, if (x) the Company issued 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 60 9.20 115 18.00 The Private Warrants were identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Class A common stock that were issuable upon the exercise of the Private Warrants would not have been transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants would have been exercisable on a cashless basis and would be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants were held by someone other than the initial purchasers or their permitted transferees, the Private Warrants would be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS	12 Months Ended
NOTE 9. FAIR VALUE MEASUREMENTS	Sep. 30, 2021
Fair Value Disclosures [Abstract]
NOTE 9. FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value on a recurring basis Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 125,056,567 Liabilities: Warrant Liability – Private Warrants 3 $ 223,850 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed balance sheet. The Private Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed statement of operations. The Private Warrants were valued using a modified Black Scholes model, which is considered to be a Level 3 fair value measurement. The modified Black Scholes model’s primary unobservable input utilized in determining the fair value is the expected volatility of the common stock. The expected volatility as of the valuation dates was implied from the Company’s own Public Warrant pricing. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability as of September 30, 2021: Schedule of quantitative information Risk-free interest rate 0.98 % Effective expiration date 12/07/2026 Dividend yield 0.00 % Expected volatility 18.25 % Exercise price $ 11.50 Unit Price $ 1.22 The following table presents the changes in the fair value of Private Warrants: Schedule of changes in the fair value of Private Warrants Fair value as of September 30, 2020 (inception) $ — Change in fair value 223,850 Fair value as of September 30, 2021 $ 223,850 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period from September 30, 2020 (inception) through September 30, 2021.

NOTE 10. INCOME TAX

NOTE 10. INCOME TAX	12 Months Ended
NOTE 10. INCOME TAX	Sep. 30, 2021
Income Tax Disclosure [Abstract]
NOTE 10. INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets at September 30, 2021 is as follows: Schedule of net deferred tax assets September 30, 2021 Startup/organization expenses $ 256,543 Unrealized gains on marketable securities (1,341 ) Net operating loss 52,538 Total deferred tax assets 307,740 Valuation allowance (307,740 ) Deferred tax assets $ The income tax provision for the year ended September 30, 2021 consists of the following: Schedule of income tax provision September 30, 2021 Current expense (benefit) Federal $ State Deferred expense (benefit) Federal (307,740 ) State Change in Valuation Allowance 307,740 Income tax provision $ As of September 30, 2021, the Company had a federal net operating loss carryover of $ 250,181 20 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended September 30, 2021, the change in the valuation allowance was $ 307,740 A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2021 is as follows: Schedule of reconciliation of federal income tax rate of effective tax rate September 30, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Change in fair value of warrant liabilities ( 1.52 )% Valuation allowance ( 19.48 )% Income tax provision 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended September 30, 2021 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.

NOTE 11. SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS	12 Months Ended
NOTE 11. SUBSEQUENT EVENTS	Sep. 30, 2021
Subsequent Events [Abstract]
NOTE 11. SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than those identified below. As described above, on November 30, 2021, the Codere Business Combination was completed pursuant to the terms of the Business Combination Agreement, which among other things provided for the Merger. In connection with the consummation of the Codere Business Combination , “DD3 Acquisition Corp. II” was renamed “Codere Online U.S. Corp.” Also in connection with the consummation of the Codere Business Combination, the Company became a direct, wholly-owned subsidiary of Holdco. On November 30, 2021, the Nasdaq Stock Market LLC filed a Form 25 (Notification of Removal from Listing) with the SEC relating to the delisting of our units, warrants and Class A common stock. As a result, the Company’s units, warrants and Class A common stock were delisted on the Nasdaq. On December 14, 2021, the Company filed a Form 15 certifying the deregistration of its units, warrants and Class A common stock under Section 12(g) of the Exchange Act and suspension of its duty to file reports under Sections 13 and 15(d) of the Exchange Act. The Company’s reporting obligations under Section 15(d) of the Exchange Act have been suspended. On January 27, 2022, the Company filed amended 10-Q/A Quarterly Reports for the periods ending December 31, 2020, March 31, 2021 and June 30, 2021 to restate the financial statements to correct accounting errors related to the classification Private Placement Warrants and shares subject to possible redemption.

NOTE 2. SUMMARY OF SIGNIFICAN_2

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 condensed financial statements 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 statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounted for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption were classified as a liability instrument and were measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) was classified as temporary equity. At all other times, common stock was classified as stockholders’ equity. The Company’s Class A common stock featured certain redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption was presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Warrant Liabilities	Warrant Liabilities The Company accounted for the Private Warrants (as defined below) in accordance with the guidance contained in ASC 815-40, under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the Company’s Private Warrants were not indexed to the Company’s common stock in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Company classified the Private Warrants as liabilities at their fair value and adjusted the Private Warrants to fair value at each reporting period. These liabilities were subject to re-measurement at each balance sheet date until exercised, and any change in fair value was recognized in the statement of operations. The Private Warrants were valued using a modified Black Scholes model.
Offering Costs	Offering Costs The Company accounted for offering costs in accordance with the guidance contained in ASC 340, Other assets and deferred costs Miscellaneous Accounting – Expenses of the Offering. 2,966,508 2,500,000 466,508
Income Taxes	Income Taxes The Company followed the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities were 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 were 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 was recognized in income in the period that included the enactment date. Valuation allowances were established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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 recognized accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city 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, state and city 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 Loss Per Common Share	Net Loss Per Common Share Net loss per share was computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2021, which were not redeemable and were not redeemable at fair value, were excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company had not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 370,000 The Company’s statement of operations included a presentation of net earnings (loss) per share of common stock subject to possible redemption and allocated the net income (loss) into the two classes of stock in calculating net earnings (loss) per common share, basic and diluted. For Class A redeemable common stock, net earnings (loss) per common share was calculated by dividing the net loss by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. For Class B non-redeemable common stock, neat earnings (loss) per share was calculated by dividing the net loss by the weighted average number of Class B nonredeemable common stock outstanding for the period. Class B non-redeemable common stock included the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of basic and diluted net income loss per common share For the Period from Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Net loss $ (1,194,483 ) Net loss attributable to Class A common stock subject to possible redemption $ (1,194,483 ) Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 10,102,740 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.12 ) Non-Redeemable Class B common stock Numerator: Net loss minus net earnings Net loss $ (385,644 ) Non-redeemable net loss $ (385,644 ) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 3,261,712 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.12 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consisted of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Fair Value Measurements	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.
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” (“ASC 820”), approximated the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We have not yet assessed the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 2. SUMMARY OF SIGNIFICAN_3

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income loss per common share	Schedule of basic and diluted net income loss per common share For the Period from Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Net loss $ (1,194,483 ) Net loss attributable to Class A common stock subject to possible redemption $ (1,194,483 ) Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 10,102,740 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.12 ) Non-Redeemable Class B common stock Numerator: Net loss minus net earnings Net loss $ (385,644 ) Non-redeemable net loss $ (385,644 ) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 3,261,712 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.12 )

NOTE 9. FAIR VALUE MEASUREMEN_2

NOTE 9. FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
NOTE 9. FAIR VALUE MEASUREMENTS (Tables)	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Schedule of fair value on a recurring basis Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 125,056,567 Liabilities: Warrant Liability – Private Warrants 3 $ 223,850
Schedule of quantitative information	Schedule of quantitative information Risk-free interest rate 0.98 % Effective expiration date 12/07/2026 Dividend yield 0.00 % Expected volatility 18.25 % Exercise price $ 11.50 Unit Price $ 1.22
Schedule of changes in the fair value of Private Warrants	Schedule of changes in the fair value of Private Warrants Fair value as of September 30, 2020 (inception) $ — Change in fair value 223,850 Fair value as of September 30, 2021 $ 223,850

NOTE 10. INCOME TAX (Tables)

NOTE 10. INCOME TAX (Tables)	12 Months Ended
NOTE 10. INCOME TAX (Tables)	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	Schedule of net deferred tax assets September 30, 2021 Startup/organization expenses $ 256,543 Unrealized gains on marketable securities (1,341 ) Net operating loss 52,538 Total deferred tax assets 307,740 Valuation allowance (307,740 ) Deferred tax assets $
Schedule of income tax provision	Schedule of income tax provision September 30, 2021 Current expense (benefit) Federal $ State Deferred expense (benefit) Federal (307,740 ) State Change in Valuation Allowance 307,740 Income tax provision $
Schedule of reconciliation of federal income tax rate of effective tax rate	Schedule of reconciliation of federal income tax rate of effective tax rate September 30, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Change in fair value of warrant liabilities ( 1.52 )% Valuation allowance ( 19.48 )% Income tax provision 0.00 %

NOTE 1. DESCRIPTION OF ORGANI_2

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)	12 Months Ended
	Sep. 30, 2021USD ($)
Accounting Policies [Abstract]
Net tangible assets	$ 5,000,001
Cash	268,360
Working capital deficit	583,674
Proceeds from related parties	25,000
Proceeds from loans	300,000
Repayment of loans	$ 105,747

NOTE 3. SUMMARY OF SIGNIFICANT

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Basic and diluted net loss per share, Class A common stock subject to possible redemption \| $ / shares	$ (0.12)
Redeemable [Member]
Net loss	$ (1,194,483)
Net loss attributable to Class A common stock subject to possible redemption	$ (1,194,483)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption \| shares	10,102,740
Basic and diluted net loss per share, Class A common stock subject to possible redemption \| $ / shares	$ (0.12)
Working Capital Loans
Net loss	$ (385,644)
Non-redeemable net loss	$ (385,644)
Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock \| shares	3,261,712
Basic and diluted net loss per share, non-redeemable Class B common stock \| $ / shares	$ (0.12)

NOTE 2. SUMMARY OF SIGNIFICAN_4

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Sep. 30, 2021USD ($)shares
Underwriting fees	$ 2,500,000
Offering costs	$ 466,508
Anti-dilutive shares \| shares	370,000
FDIC insured amount	$ 250,000
Common Class A [Member]
Issaunce of shares \| shares	2,966,508

NOTE 3. INITIAL PUBLIC OFFERI_2

NOTE 3. INITIAL PUBLIC OFFERING (Details Narrative) - Common Class A [Member]	Dec. 10, 2020$ / sharesshares
Share Price \| $ / shares	$ 11.50
Underwriter [Member] \| IPO [Member]
Stock Issued During Period, Shares, New Issues \| shares	12,500,000
Underwriter [Member] \| Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues \| shares	1,500,000
Share Price \| $ / shares	$ 10

NOTE 4. PRIVATE PLACEMENT (Deta

NOTE 4. PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member]	Dec. 10, 2020USD ($)$ / sharesshares
DD3 Sponsor Group [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	370,000
Sale of Stock, Price Per Share \| $ / shares	$ 10
Sale of Stock, Consideration Received on Transaction \| $	$ 3,700,000
Warrant exercise price \| $ / shares	$ 11.50
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	296,000
Forward Purchase Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	74,000

NOTE 5. RELATED PARTY TRANSAC_2

NOTE 5. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		Jan. 11, 2021	Dec. 10, 2020	Oct. 13, 2020	Oct. 20, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 07, 2020
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues	[1]						$ 25,000
General and administrative expense						$ 100,000
Accrued expenses						$ 80,000
Repayment of promissory note - related party			$ 105,747
Common Class B [Member]
Related Party Transaction [Line Items]
Stock dividend								287,500
Common stock, shares issued						3,125,000	3,125,000
Common Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued								3,162,500
Sponsor [Member]
Related Party Transaction [Line Items]
Due from related party			$ 25,000
Repayment of related party		$ 25,000
Sponsor [Member] \| Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Principal amount				$ 150,000
Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues				2,875,000
Stock Issued During Period, Value, New Issues				$ 25,000
Founder Shares [Member]
Related Party Transaction [Line Items]
General and administrative expense					$ 10,000

[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock (see Note 6).

NOTE 6. COMMITMENTS AND CONTI_2

NOTE 6. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
		Nov. 19, 2020	Nov. 17, 2020	Sep. 30, 2021
Underwriting discount per unit				$ 0.20
Underwriting cash discount				$ 2,500,000
Percentage of gross proceeds				3.50%
Issauance of share value	[1]			$ 25,000
Forward Purchase Agreement [Member]
Issauance of share value		$ 25,000,000	$ 25,000,000
Price per share		$ 10	$ 10
Subscription Agreements [Member] \| D D 3 Capital [Member]
Issauance of share value				$ 5,000,000
Price per share				$ 10
Subscription Agreements [Member] \| Larrain [Member]
Issauance of share value				$ 12,240,000
Price per share				$ 10
Baron Support Agreement [Member]
Shares acquired				996,069
Common Class A [Member] \| Forward Purchase Agreement [Member]
Aggregate of shares		2,500,000	2,500,000
Common Class A [Member] \| Subscription Agreements [Member] \| D D 3 Capital [Member]
Aggregate of shares				500,000
Common Class A [Member] \| Subscription Agreements [Member] \| Larrain [Member]
Aggregate of shares				1,224,000

[1]	On December 7, 2020, the Company effected a stock dividend of 287,500 shares with respect to the Class B common stock (see Note 6).

NOTE 7. STOCKHOLDERS_ EQUITY (D

NOTE 7. STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Feb. 16, 2022	Feb. 09, 2022	Sep. 30, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000
Preferred stock, par value			$ 0.0001
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Temporary Equity, Shares Outstanding			12,500,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized			100,000,000
Common stock, par value			$ 0.0001
Common stock, shares issued			370,000
Common stock, shares outstanding			370,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized			10,000,000
Common stock, par value			$ 0.0001
Common stock, shares issued			3,125,000
Common stock, shares outstanding			3,125,000
Common Stock [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Common stock, shares authorized	1,000
Common stock, par value	$ 0.01
Common stock, shares issued		100
Common stock, shares outstanding	100

NOTE 8. WARRANTS (Details Narra

NOTE 8. WARRANTS (Details Narrative)	9 Months Ended
NOTE 8. WARRANTS (Details Narrative)	Sep. 30, 2021$ / shares
Finite-Lived Intangible Assets [Line Items]
Exercise Price of Warrants	$ 0.01
Business combination issue, price per share	$ 9.20
Aggregate gross proceeds	60.00%
Exercise price of warrants	115.00%
Redemption trigger price of warrants, per share	$ 18
Insurance Contracts Acquired in Business Combination [Member]
Finite-Lived Intangible Assets [Line Items]
Business combination issue, price per share	$ 9.20

NOTE 10. FAIR VALUE MEASUREMENT

NOTE 10. FAIR VALUE MEASUREMENTS (Details)	Sep. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 125,056,567
Warrant Liability	223,850
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	125,056,567
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 223,850

NOTE 10. FAIR VALUE MEASUREME_2

NOTE 10. FAIR VALUE MEASUREMENTS (Details 1)	12 Months Ended
NOTE 10. FAIR VALUE MEASUREMENTS (Details 1)	Sep. 30, 2021$ / shares
Fair Value Disclosures [Abstract]
Risk-free interest rate	0.98%
Effective expiration date	12/07/2026
Dividend yield	0.00%
Expected volatility	18.25%
Exercise price	$ 11.50
Unit Price	$ 1.22

NOTE 10. FAIR VALUE MEASUREME_3

NOTE 10. FAIR VALUE MEASUREMENTS (Details 2) - Private Placement [Member]	12 Months Ended
	Sep. 30, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Beginning Balance
Change in fair value	223,850
Ending Balance	$ 223,850

NOTE 10. INCOME TAX (Details)

NOTE 10. INCOME TAX (Details)	Sep. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Startup/organization expenses	$ 256,543
Unrealized gains on marketable securities	(1,341)
Net operating loss	52,538
Total deferred tax assets	307,740
Valuation allowance	(307,740)
Deferred tax assets

NOTE 10. INCOME TAX (Details 1)

NOTE 10. INCOME TAX (Details 1)	12 Months Ended
NOTE 10. INCOME TAX (Details 1)	Sep. 30, 2021USD ($)
Current expense (benefit)
Federal
State
Deferred expense (benefit)
Federal	(307,740)
State
Change in Valuation Allowance	307,740
Income tax provision

NOTE 10. INCOME TAX (Details 2)

NOTE 10. INCOME TAX (Details 2)	12 Months Ended
NOTE 10. INCOME TAX (Details 2)	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liabilities	1.52%
Valuation allowance	19.48%
Income tax provision	0.00%

NOTE 10. INCOME TAX (Details Na

NOTE 10. INCOME TAX (Details Narrative)	12 Months Ended
NOTE 10. INCOME TAX (Details Narrative)	Sep. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Federal net operating loss carryover	$ 250,181
Net operating loss	20 years
Valuation allowance	$ 307,740