LumiraDx Limited 10-Q2 Aug 212021 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 02, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-39947
Entity Registrant Name	CA Healthcare Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3469820
Entity Address, Address Line One	99 Summer Street, Suite 200
Entity Address, City or Town	Boston
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	314-3901
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	true
Entity Central Index Key	0001832352
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Trading Symbol	CAHCU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CAHC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,500,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share, subject to adjustment
Trading Symbol	CAHCW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,875,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 623,676	$ 9,498
Prepaid expenses	328,863
Total current assets	952,539	9,498
Investments held in Trust Account	115,012,434
Deferred offering costs associated with initial public offering		141,200
Total Assets	115,964,973	150,698
Current liabilities:
Accounts payable	23,750	8,000
Accrued expenses	110,288
Franchise tax payable	49,971	609
Due to related party	2,275
Note payable - related party		119,352
Total current liabilities	186,284	127,961
Deferred underwriting commissions	4,025,000
Derivative warrant liabilities	9,587,000
Total liabilities	13,798,284	127,961
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding as of June 30, 2021 and December 31, 2020
Additional paid-in capital	5,588,462	24,712
Accumulated deficit	(588,919)	(2,263)
Total stockholders' equity	5,000,009	22,737
Total Liabilities and Stockholders' Equity	115,964,973	150,698
Class A Common Stock
Stockholders' Equity:
Common stock	178
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock, $0.0001 par value; 9,716,668 and -0- shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively	97,166,680
Stockholders' Equity:
Total stockholders' equity	178
Class B Common Stock
Stockholders' Equity:
Common stock	288	288
Total stockholders' equity	$ 288	$ 288

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 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
Common shares, shares issued		0
Common shares, shares outstanding		0
Class A Common Stock Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued	9,716,668
Temporary equity, shares outstanding	9,716,668	0
Purchase price, per unit	$ 10	$ 10
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	1,783,332	0
Common shares, shares outstanding	1,783,332	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2021	Jun. 30, 2021
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
General and administrative expenses	$ 266,412	$ 410,300
Franchise tax expense	49,863	98,680
Loss from operations	(316,275)	(508,980)
Other income (expense)
Change in fair value of derivative warrant liabilities	(3,056,500)	270,500
Offering costs - derivative warrant liabilities		(360,610)
Income from investments held in Trust Account	2,786	12,434
Loss before tax	(3,369,989)	(586,656)
Net loss	$ (3,369,989)	$ (586,656)
Basic and diluted weighted average shares outstanding of Class A common stock subject to possible redemption	10,049,964	9,925,703
Basic and diluted weighted average shares outstanding of non-redeemable common stock	4,325,036	4,147,748
Basic and diluted net loss per share, non-redeemable common stock	$ (0.78)	$ (0.14)

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A Common Stock Subject to Redemption	Class B Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at the beginning at Dec. 31, 2020		$ 288	$ 24,712	$ (2,263)	$ 22,737
Balance at the beginning (in shares) at Dec. 31, 2020		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units in initial public offering, less fair value of public warrants	$ 1,150		109,191,350	0	109,192,500
Sale of units in initial public offering, less fair value of public warrants (in shares)	11,500,000
Offering costs			(6,461,892)	0	(6,461,892)
Class A common stock subject to possible redemption	$ (1,005)		(100,535,665)	0	(100,536,670)
Class A common stock subject to possible redemption (in shares)	(10,053,667)
Net loss			0	2,783,333	2,783,333
Balance at the end at Mar. 31, 2021	$ 145	$ 288	2,218,505	2,781,070	5,000,008
Balance at the end (in shares) at Mar. 31, 2021	1,446,333	2,875,000
Balance at the beginning at Dec. 31, 2020		$ 288	24,712	(2,263)	$ 22,737
Balance at the beginning (in shares) at Dec. 31, 2020		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units in initial public offering, less fair value of public warrants (in shares)					1,500,000
Offering costs					$ (6,500,000)
Net loss					(586,656)
Balance at the end at Jun. 30, 2021	$ 178	$ 288	5,588,462	(588,919)	5,000,009
Balance at the end (in shares) at Jun. 30, 2021	1,783,332	2,875,000
Balance at the beginning at Mar. 31, 2021	$ 145	$ 288	2,218,505	2,781,070	5,000,008
Balance at the beginning (in shares) at Mar. 31, 2021	1,446,333	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class A common stock subject to possible redemption	$ 33		3,369,957	0	3,369,990
Class A common stock subject to possible redemption (in shares)	336,999
Net loss			0	(3,369,989)	(3,369,989)
Balance at the end at Jun. 30, 2021	$ 178	$ 288	$ 5,588,462	$ (588,919)	$ 5,000,009
Balance at the end (in shares) at Jun. 30, 2021	1,783,332	2,875,000

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	6 Months Ended
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (586,656)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid through note payable to Sponsor	1,871
Change in fair value of derivative warrant liabilities	(270,500)
Offering costs - derivative warrant liabilities	360,610
Income from investments held in Trust Account	(12,434)
Changes in operating assets and liabilities:
Prepaid expenses	(328,863)
Accounts payable	15,750
Accrued expenses	15,288
Franchise tax payable	49,362
Due to related party	2,275
Net cash used in operating activities	(753,297)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(115,000,000)
Net cash used in investing activities	(115,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(133,770)
Proceeds received from initial public offering, gross	115,000,000
Proceeds received from private placement warrant	4,050,000
Offering costs paid	(2,548,755)
Net cash provided by financing activities	116,367,475
Net increase in cash	614,178
Cash - beginning of the period	9,498
Cash - end of the period	623,676
Supplemental disclosure of noncash activities:
Offering costs paid through note payable to Sponsor	12,547
Offering costs included in accrued expenses	95,000
Deferred underwriting commissions in connection with the initial public offering	4,025,000
Initial value of Class A common stock subject to possible redemption	97,382,330
Change in value of Class A common stock subject to possible redemption	$ (215,650)

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2021
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations CA Healthcare Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on October 7, 2020 (inception). The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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. As of June 30, 2021, the Company had not yet commenced operations. All activity since inception through June 30, 2021 related to the Company’s formation and the Initial Public Offering (as defined below), and, subsequent to the Initial Public Offering, the search for a target for its initial Business Combination. The Company’s sponsor is CA Healthcare Sponsor LLC , Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) to the Sponsor of 4,050,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $4.1 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States , with Continental Stock Transfer & Trust Company acting as trustee, 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 money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, which invest only in direct U.S, government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity" ("ASC 480"). If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment ; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 29, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $624,000 in cash and working capital of approximately $816,000. The Company’s liquidity needs through June 30, 2021 and prior were satisfied through a cash payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 5), the loan under the Note of approximately $134,000 (as defined in Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on January 29, 2021. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. As of June 30, 2021, there is an outstanding balance of $2,275 due to the Sponsor for certain reimbursable expenses and other expenses paid on the Company’s behalf. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Potential Business Combination On April 6, 2021, the Company, LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("LumiraDx") and LumiraDx Merger Sub, Inc., a newly formed Delaware corporation and wholly owned subsidiary of LumiraDx ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") that, among other things, provides for Merger Sub to be merged with and into the Company with the Company being the surviving corporation in the merger (the "Merger"). As a result of and upon consummation of the Merger, the Company will become a wholly owned subsidiary of LumiraDx, with security holders of the Company becoming security holders of LumiraDx. The Merger Agreement contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Merger and the other transactions contemplated thereby. The consummation of the transactions contemplated by the Merger Agreement is subject to the satisfaction (or waiver) of the conditions set forth therein.

Revision to Prior Period Financ

Revision to Prior Period Financial Statements	6 Months Ended
Revision to Prior Period Financial Statements	Jun. 30, 2021
Revision to Prior Period Financial Statements
Revision to Prior Period Financial Statements	Note 2—Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated January 29, 2021, filed on Form 8-K on February 4, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on January 29, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation with the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on January 29, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of January 29, 2021 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 116,643,903 $ — $ 116,643,903 Liabilities and stockholders’ equity Total current liabilities $ 379,064 $ — $ 379,064 Deferred underwriting commissions 4,025,000 — 4,025,000 Derivative warrant liabilities — 9,857,500 9,857,500 Total liabilities 4,404,064 9,857,500 14,261,564 Class A common stock, $0.0001 par value; shares subject to possible redemption 107,239,830 (9,857,500) 97,382,330 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 78 98 176 Class B common stock - $0.0001 par value 288 — 288 Additional paid-in-capital 5,020,028 360,512 5,380,540 Accumulated deficit (20,385) (360,610) (380,995) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 116,643,903 $ — $ 116,643,903

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 3—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. In April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance sheet as of January 29, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to FASB ASC Topic 250, “Accounting Changes and Error Corrections issued by the FASB and Staff Accounting Bulletin 99,” (“Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction was reflected in the unaudited condensed financial statements as of and for the three months ended March 31, 2021 which resulted in a $10.0 million increase to the derivative warrant liabilities line item and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item recorded as part of the activity in the period from October 7, 2020 (inception) through March 31, 2021. There was no change to total stockholders’ equity as reported. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed 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. As of June 30, 2021 and December 31, 2020, there were no cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 and investments held in Trust Account. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments 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. U.S. 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 consist of: ● Level 1, defined as observable inputs such as quoted prices 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. As of June 30, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 5,750,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,050,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The fair value of Public Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.3 million is included in offering cost - derivative warrant liabilities in the unaudited condensed statements of operations and $6.5 million is included in stockholders’ equity. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 9,716,668 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. There were no Class A common stock issued and outstanding Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2021, the Company had deferred tax assets of approximately $104,000 with a full valuation allowance against them. 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. There were no unrecognized tax benefits as of June 30, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and 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 is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock Net income (loss) per common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 9,800,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on investments held in the Trust Account attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For The six For the three months months ended ended June 30, 2021 June 30, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 2,354 $ 10,505 Less: Company's portion available to be withdrawn to pay taxes (2,354) (10,505) Net income attributable $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 10,049,964 9,925,703 Basic and diluted net income per share $ — $ — Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings allocable to Class A common stock subject to possible redemption Net loss $ (3,369,989) $ (586,656) Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net loss $ (3,369,989) $ (586,656) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,325,036 4,147,748 Basic and diluted net loss per share, Non-redeemable common stock $ (0.78) $ (0.14) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative 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. Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2021
Initial Public Offering
Initial Public Offering	Note 4—Initial Public Offering On January 29, 2021, the Company consummated its Initial Public Offering of 11,500,000 Units, including 1,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $6.5 million, of which approximately $4.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On October 28, 2020, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.009 per share. Of these, up to 375,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 29, 2021, the underwriters fully exercised the over-allotment option; thus, these 375,000 Founder Shares were no longer subject to forfeiture. The Company’s initial stockholders 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 a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the 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 the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,050,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $4.1 million. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants. Promissory Note — Related Party On October 28, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and was due on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The Company borrowed approximately $134,000 under the terms of the Note. The loan balance of $134,000 was fully repaid on January 29, 2021. Due To Related Party As of June 30, 2021, there is an outstanding balance of $2,275 due to the Sponsor for certain reimbursable expenses and other expenses paid on the Company’s behalf. The balance is non-interest bearing and payable upon demand. Related Party Loans In order to finance transaction costs in connection with a 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 a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per Warrant. In the event that a 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies.
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights 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) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were 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 a Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On January 29, 2021, the underwriters fully exercised the over-allotment option. The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $2.3 million in the aggregate. In addition, the representative of the underwriters will be entitled to a deferred fee of 3.5% of the Initial Public Offering, or approximately $4.0 million in aggregate. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	6 Months Ended
Derivative Warrant Liabilities	Jun. 30, 2021
Derivative Warrant Liabilities
Derivative Warrant Liabilities	Note 7—Derivative Warrant Liabilities As of June 30, 2021, there were 5,750,000 and 4,050,000 Public Warrants and Private Placement Warrants, respectively, outstanding. There were no warrants outstanding as of December 31, 2020. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants have an exercise price of $11.50 per share, subject to adjustment, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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. 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 below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Once the warrants become exercisable, the Company may redeem the outstanding warrants (excluding the Private Placement Warrants): ● ● ● ● The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will, and the common shares issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and 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.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2021
Stockholders' Equity
Stockholders' Equity	Note 8—Stockholders’ Equity Preferred Stock issued Class A Common Stock — issued issued Class B Common Stock — Holders of the Company’s Class B common stock are entitled to one vote for each share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the 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 the 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 the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 9—Fair Value Measurements The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy: Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 115,012,434 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 5,577,500 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 4,009,500 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the six months ended June 30, 2021 was approximately $3.0 million, when the Public Warrants were separately listed and traded. Level 1 instruments include investments in mutual funds invested in government securities and the Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently are based on the listed market price of such warrants, a Level 1 measurement since March 9, 2021. The fair value of the Private Placement Warrants have been measured at fair value using a Black-Scholes simulation. For the three months ended June 30, 2021, the Company recognized a loss to the statements of operations resulting from an increase in the fair value of liabilities of approximately $3.1 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the six months ended June 30, 2021, the Company recognized a gain to the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $271,000 presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of January 29, 2021 As of March 31, 2021 As of June 30, 2021 Public Private Private Private Volatility 20.0 % 20.0 % 17.5 % 18.0 % Stock price $ 9.76 $ 9.76 $ 9.67 $ 9.88 Expected term to Business Combination 5.40 5.40 5.25 5.00 Risk-free rate 0.50 % 0.50 % 1.00 % 0.90 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 29, 2021 4,050,000 5,807,500 9,857,500 Change in fair value of derivative warrant liabilities (567,000) (2,760,000) (3,327,000) Fair value as of March 31, 2021 3,483,000 3,047,500 6,530,500 Change in fair value of derivative warrant liabilities 526,500 2,530,000 3,056,500 Fair value as of June 30, 2021 $ 4,009,500 $ 5,577,500 $ 9,587,000

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events
Subsequent Events	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited 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 unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. In April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance sheet as of January 29, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to FASB ASC Topic 250, “Accounting Changes and Error Corrections issued by the FASB and Staff Accounting Bulletin 99,” (“Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction was reflected in the unaudited condensed financial statements as of and for the three months ended March 31, 2021 which resulted in a $10.0 million increase to the derivative warrant liabilities line item and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item recorded as part of the activity in the period from October 7, 2020 (inception) through March 31, 2021. There was no change to total stockholders’ equity as reported.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed 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. As of June 30, 2021 and December 31, 2020, there were no cash equivalents.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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 and investments held in Trust Account. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments 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. U.S. 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 consist of: ● Level 1, defined as observable inputs such as quoted prices 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. As of June 30, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 5,750,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,050,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The fair value of Public Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.3 million is included in offering cost - derivative warrant liabilities in the unaudited condensed statements of operations and $6.5 million is included in stockholders’ equity.
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 9,716,668 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. There were no Class A common stock issued and outstanding
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2021, the Company had deferred tax assets of approximately $104,000 with a full valuation allowance against them. 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. There were no unrecognized tax benefits as of June 30, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and 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 is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Share	Net Income (Loss) Per Share of Common Stock Net income (loss) per common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 9,800,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on investments held in the Trust Account attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For The six For the three months months ended ended June 30, 2021 June 30, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 2,354 $ 10,505 Less: Company's portion available to be withdrawn to pay taxes (2,354) (10,505) Net income attributable $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 10,049,964 9,925,703 Basic and diluted net income per share $ — $ — Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings allocable to Class A common stock subject to possible redemption Net loss $ (3,369,989) $ (586,656) Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net loss $ (3,369,989) $ (586,656) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,325,036 4,147,748 Basic and diluted net loss per share, Non-redeemable common stock $ (0.78) $ (0.14)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative 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. Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Revision to Prior Period Fina_2

Revision to Prior Period Financial Statements (Tables)	6 Months Ended
Revision to Prior Period Financial Statements (Tables)	Jun. 30, 2021
Revision to Prior Period Financial Statements
Summarize the effect of the revision to the Post-IPO Balance Sheet	As of January 29, 2021 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 116,643,903 $ — $ 116,643,903 Liabilities and stockholders’ equity Total current liabilities $ 379,064 $ — $ 379,064 Deferred underwriting commissions 4,025,000 — 4,025,000 Derivative warrant liabilities — 9,857,500 9,857,500 Total liabilities 4,404,064 9,857,500 14,261,564 Class A common stock, $0.0001 par value; shares subject to possible redemption 107,239,830 (9,857,500) 97,382,330 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 78 98 176 Class B common stock - $0.0001 par value 288 — 288 Additional paid-in-capital 5,020,028 360,512 5,380,540 Accumulated deficit (20,385) (360,610) (380,995) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 116,643,903 $ — $ 116,643,903

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of basic and diluted net income (loss) per common share	For The six For the three months months ended ended June 30, 2021 June 30, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 2,354 $ 10,505 Less: Company's portion available to be withdrawn to pay taxes (2,354) (10,505) Net income attributable $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 10,049,964 9,925,703 Basic and diluted net income per share $ — $ — Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings allocable to Class A common stock subject to possible redemption Net loss $ (3,369,989) $ (586,656) Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net loss $ (3,369,989) $ (586,656) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 4,325,036 4,147,748 Basic and diluted net loss per share, Non-redeemable common stock $ (0.78) $ (0.14)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2021
Fair Value Measurements
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis	Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 115,012,434 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 5,577,500 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 4,009,500
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of January 29, 2021 As of March 31, 2021 As of June 30, 2021 Public Private Private Private Volatility 20.0 % 20.0 % 17.5 % 18.0 % Stock price $ 9.76 $ 9.76 $ 9.67 $ 9.88 Expected term to Business Combination 5.40 5.40 5.25 5.00 Risk-free rate 0.50 % 0.50 % 1.00 % 0.90 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 %
Schedule of change in the fair value of the warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 29, 2021 4,050,000 5,807,500 9,857,500 Change in fair value of derivative warrant liabilities (567,000) (2,760,000) (3,327,000) Fair value as of March 31, 2021 3,483,000 3,047,500 6,530,500 Change in fair value of derivative warrant liabilities 526,500 2,530,000 3,056,500 Fair value as of June 30, 2021 $ 4,009,500 $ 5,577,500 $ 9,587,000

Description of Organization a_2

Description of Organization and Business Operations (Details)	Jan. 29, 2021USD ($)$ / sharesshares	Oct. 07, 2020	Jun. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares			1,500,000
Proceeds from issuance initial public offering			$ 115,000,000
Offering costs paid			2,548,755
Cash			623,676	$ 9,498
Working capital			816,000
Condition for future business combination number of businesses minimum		1
Payments for investment of cash in Trust Account			$ 115,000,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Initial stock redemption price following business combination \| $ / shares			$ 10
Threshold business days for redemption of public shares			10 days
Due to the Sponsor for certain reimbursable expenses			$ 2,275
Threshold period from closing of public offering entity is obligated to complete business combination			24 months
Maximum allowed dissolution expenses			$ 100,000
Loans from working capital			0	$ 0
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Proceeds received from related party to cover certain expense payments in exchange for shares issued			$ 25,000
Sponsor \| Founder Shares \| Unsecured Promissory Note
Subsidiary, Sale of Stock [Line Items]
Repayment of note payable to related party	$ 134,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	11,500,000
Purchase price, per unit \| $ / shares	$ 10
Proceeds from issuance initial public offering	$ 115,000,000
Offering costs paid	6,500,000
Deferred Underwriting Commissions	$ 4,000,000
Share Price \| $ / shares	$ 10
Proceeds from IPO and Private Placement placed in a Trust Account	$ 115,000,000
Proceeds per unit from IPO and Private Placement placed in a Trust Account \| $ / shares	$ 10
Threshold percentage of public shares subject to redemption without companys prior written consent	15.00%
Per share value of residual assets in trust account \| $ / shares			$ 10
Private Placement \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	4,050,000
Share Price \| $ / shares	$ 1
Gross Proceeds	$ 4,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	1,500,000
Purchase price, per unit \| $ / shares	$ 10

Revision to Prior Period Fina_3

Revision to Prior Period Financial Statements- Balance sheet (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jan. 29, 2021	Dec. 31, 2020
Balance sheet
Total Assets	$ 115,964,973		$ 116,643,903	$ 150,698
Liabilities and Stockholders' Equity:
Total current liabilities	186,284		379,064	127,961
Deferred underwriting commissions	4,025,000		4,025,000
Derivative warrant liabilities	9,587,000		9,857,500
Total liabilities	13,798,284		14,261,564	127,961
Class A common stock, $0.0001 par value; shares subject to possible redemption			97,382,330
Stockholder's Equity
Preferred stock- $0.0001 par value
Additional Paid in Capital	5,588,462		5,380,540	24,712
Accumulated deficit	(588,919)		(380,995)	(2,263)
Total stockholders' equity	5,000,009	$ 5,000,008	5,000,009	22,737
Total Liabilities and Stockholders' Equity	115,964,973		116,643,903	150,698
As Previously Reported
Balance sheet
Total Assets			116,643,903
Liabilities and Stockholders' Equity:
Total current liabilities			379,064
Deferred underwriting commissions			4,025,000
Total liabilities			4,404,064
Class A common stock, $0.0001 par value; shares subject to possible redemption			107,239,830
Stockholder's Equity
Additional Paid in Capital			5,020,028
Accumulated deficit			(20,385)
Total stockholders' equity			5,000,009
Total Liabilities and Stockholders' Equity			116,643,903
Restatement Adjustment
Liabilities and Stockholders' Equity:
Derivative warrant liabilities			9,857,500
Total liabilities			9,857,500
Class A common stock, $0.0001 par value; shares subject to possible redemption			(9,857,500)
Stockholder's Equity
Additional Paid in Capital			360,512
Accumulated deficit			(360,610)
Class A Common Stock
Stockholder's Equity
Common stock	178		176
Class A Common Stock \| As Previously Reported
Stockholder's Equity
Common stock			78
Class A Common Stock \| Restatement Adjustment
Stockholder's Equity
Common stock			98
Class A Common Stock Subject to Redemption
Liabilities and Stockholders' Equity:
Class A common stock, $0.0001 par value; shares subject to possible redemption	97,166,680
Stockholder's Equity
Total stockholders' equity	178	145
Class B Common Stock
Stockholder's Equity
Common stock	288		288	288
Total stockholders' equity	$ 288	$ 288		$ 288
Class B Common Stock \| As Previously Reported
Stockholder's Equity
Common stock			$ 288

Revision to Prior Period Fina_4

Revision to Prior Period Financial Statements - Parentheticals (Details) - $ / shares	Jun. 30, 2021	Jan. 29, 2021	Dec. 31, 2020
Revision to Prior Period Financial Statements
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock
Revision to Prior Period Financial Statements
Common shares, par value (in dollars per share)		0.0001
Class A Common Stock Subject to Redemption
Revision to Prior Period Financial Statements
Common shares, par value (in dollars per share)	$ 0.0001	0.0001	$ 0.0001
Class A common stock subject to possible redemption	9,716,668		0
Class B Common Stock
Revision to Prior Period Financial Statements
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jan. 29, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Cash equivalents		$ 0		$ 0
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares		$ 9,587,000	$ 9,857,500
Purchase of aggregate shares / shares		9,800,000
Offering costs incurred during the period		$ 300,000
Offering costs included in stockholder's equity	$ 6,461,892	6,500,000
Deferred tax assets		104,000
Deferred tax assets with full valuation allowance		$ 0		$ 0
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants		5,750,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants		4,050,000
Class A Common Stock
Class of Warrant or Right [Line Items]
Common shares, shares issued				0
Common shares, shares outstanding				0
Class A Common Stock Subject to Redemption
Class of Warrant or Right [Line Items]
Class A common stock subject to possible redemption		9,716,668		0
Class B Common Stock
Class of Warrant or Right [Line Items]
Common shares, shares issued		2,875,000		2,875,000
Common shares, shares outstanding		2,875,000		2,875,000

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding	10,049,964		9,925,703
Numerator: Net Income minus Net Earnings allocable to Class A common stock subject to possible redemption
Net loss	$ (3,369,989)	$ 2,783,333	$ (586,656)
Non-redeemable net loss	$ (3,369,989)		$ (586,656)
Denominator: weighted average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock	4,325,036		4,147,748
Basic and diluted net loss per share, Non-redeemable common stock	$ (0.78)		$ (0.14)
Class A Common Stock Subject to Redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Income from investments held in Trust Account	$ 2,354		$ 10,505
Less: Company's portion available to be withdrawn to pay taxes	$ (2,354)		$ (10,505)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding	10,049,964		9,925,703

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jan. 29, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of units issued		1,500,000
Gross proceeds		$ 115,000,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000
Purchase price, per unit	$ 10
Gross proceeds	$ 115,000,000
Offering Costs	6,500,000
Deferred underwriting commissions	$ 4,000,000
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000
Purchase price, per unit	$ 10

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Jan. 29, 2021$ / sharesshares	Oct. 28, 2020USD ($)D$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020$ / shares
Related Party Transaction [Line Items]
Due to the Sponsor for certain reimbursable expenses \| $			$ 2,275
Class A Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share)	$ 0.0001
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Private Placement Warrants \| Class A Common Stock
Related Party Transaction [Line Items]
Price of warrant			$ 11.50
Number of shares issuable per warrant \| shares			1
Private Placement Warrants \| Sponsor
Related Party Transaction [Line Items]
Number of shares issued \| shares			4,050,000
Aggregate purchase price \| $			$ 4,100,000
Price of warrant			$ 1
Due To Related Party \| Sponsor
Related Party Transaction [Line Items]
Due to the Sponsor for certain reimbursable expenses \| $			$ 2,275
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares		2,875,000
Common shares, par value, (per share)		$ 0.0001
Aggregate purchase price \| $		$ 25,000
Price per share		$ 0.009
Shares subject to forfeiture \| shares		375,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
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 \| D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Number of shares not subject to forfeiture \| shares	375,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jan. 29, 2021	Jun. 30, 2021	Oct. 28, 2020
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Outstanding balance of related party note		$ 134,000
Repayment of promissory note - related party	$ 134,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000
Related Party Loans \| Private Placement Warrants
Related Party Transaction [Line Items]
Price of warrant		$ 1
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant		$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details)	6 Months Ended
Commitments and Contingencies (Details)	Jun. 30, 2021USD ($)securityshares	Jan. 29, 2021USD ($)
Commitments and Contingencies.
Maximum number of demands for registration of securities \| security	3
Cash underwriting discount (in percent)	2.00%
Aggregate underwriter cash discount	$ 2,300,000
Under writing Option Period	45 days
Number of units issued \| shares	1,500,000
Deferred underwriting fee (in percent)	3.50%
Deferred underwriting fee payable	$ 4,025,000	$ 4,025,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	Dec. 31, 2020	Jun. 30, 2021
Class of Warrant or Right [Line Items]
Number of warrants, outstanding	0
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants, outstanding		5,750,000
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the public offering		12 months
Threshold maximum period for filing registration statement after business combination		15 days
Threshold maximum period for registration statement to become effective after business combination		60 days
Exercise price of warrants		$ 11.50
Public Warrants expiration term		5 years
Issue price per share		$ 9.20
Percentage of gross proceeds on total equity proceeds		60.00%
Trading days determining volume weighted average price		20 days
Adjustment of exercise price of warrants based on market value (as a percent)		115.00%
Public Warrants \| Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
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
Adjustment of redemption price of stock based on market value (as a percent)		180.00%
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants		30 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants, outstanding		4,050,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2021	Jan. 29, 2021	Dec. 31, 2020
Stockholders' Equity
Preferred shares, shares authorized	1,000,000		1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	6 Months Ended
Stockholders' Equity - Common Stock Shares (Details)	Jun. 30, 2021Vote$ / sharesshares	Jan. 29, 2021$ / shares	Dec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001
Common shares, shares issued (in shares)			0
Common shares, shares outstanding (in shares)			0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	0.0001	$ 0.0001
Class A common stock subject to possible redemption, issued (in shares)	9,716,668
Class A common stock subject to possible redemption, outstanding (in shares)	9,716,668		0
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000		100,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	1,783,332		0
Common shares, shares outstanding (in shares)	1,783,332		0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000		10,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	2,875,000		2,875,000
Common shares, shares outstanding (in shares)	2,875,000		2,875,000
Ratio to be applied to the stock in the conversion	20
Number of Class A common stock issued upon conversion of each share (in shares)	1

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2021	Jan. 29, 2021
Assets:
Investments held in Trust Account	$ 115,012,434
Liabilities:
Derivative warrant liabilities	9,587,000	$ 9,857,500
Level 1 \| Recurring
Liabilities:
Derivative warrant liabilities	5,577,500
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
Investments held in Trust Account	115,012,434
Level 3 \| Recurring
Liabilities:
Derivative warrant liabilities	$ 4,009,500

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	3 Months Ended	6 Months Ended
Fair Value Measurements - Additional Information (Details)	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ 3,056,500	$ (270,500)
Discount rate for lack of marketability	0	0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ 3,100,000	$ 271,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of the Public Warrants transferred from a Level 3 to Level 1		$ 3,000,000

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Jun. 30, 2021$ / sharesUSD ($)	Mar. 31, 2021Y$ / shares	Jan. 29, 2021Y$ / sharesUSD ($)
Volatility \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	18	17.5	20
Volatility \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input			20
Stock price \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.88	9.67	9.76
Stock price \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input			9.76
Expected term to Business Combination \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5	5.25	5.40
Expected term to Business Combination \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input \| Y			5.40
Risk-free rate \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.90	1	0.50
Risk-free rate \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input			0.50
Dividend yield \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0	0	0
Dividend yield \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input			0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in the fair value of warrant liabilities (Details) - USD ($)	Jan. 29, 2021	Jun. 30, 2021	Mar. 31, 2021
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning		$ 3,483,000
Initial measurement on January 29, 2021	$ 4,050,000
Change in fair value of derivative warrant liabilities		526,500	$ (567,000)
Fair value at the end		4,009,500	3,483,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning		3,047,500
Initial measurement on January 29, 2021	5,807,500
Change in fair value of derivative warrant liabilities		2,530,000	(2,760,000)
Fair value at the end		5,577,500	3,047,500
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning		6,530,500
Initial measurement on January 29, 2021	$ 9,857,500
Change in fair value of derivative warrant liabilities		3,056,500	(3,327,000)
Fair value at the end		$ 9,587,000	$ 6,530,500