0001193125-21-353991 | 8-K/A | XBRL Viewer | Dynamics Special Purpose Corp

Cover Page	May 28, 2021
Document Information [Line Items]
Document Type	8-K/A
Amendment Flag	true
Document Period End Date	May 28, 2021
Entity Registrant Name	Dynamics Special Purpose Corp.
Entity Central Index Key	0001854270
Entity File Number	001-40440
Entity Tax Identification Number	86-2437900
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2875 El Camino Real
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94061
City Area Code	408
Local Phone Number	212-0200
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DYNS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Description	Dynamics Special Purpose Corp. (the “Company”) is filing this Form 8-K/A (this “Amendment”) to amend its audited Balance Sheet included in Form 8-K, originally filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2021 (the “Original Form 8-K”) on account of the restatement of the Company’s financial statement and related footnote disclosures as of May 28, 2021.

Condensed Balance Sheet	May 28, 2021 USD ($)
Current assets:
Cash	$ 2,379,201
Prepaid expenses	38,969
Total current assets	2,418,170
Cash held in Trust Account	230,000,000
TOTAL ASSETS	232,418,170
Current liabilities:
Accounts payable	3,286
Accrued expenses	1,912
Accrued offering costs	364,911
Due to related party	358
Total current liabilities	370,467
Deferred underwriting fee payable	8,050,000
Total Liabilities	8,420,467
Commitments and Contingencies (see Note 7)
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value	230,000,000
Stockholders' Equity (Deficit)
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(6,002,944)
Total Stockholders' Deficit	(6,002,297)
Total Liabilities and Stockholders' Deficit	232,418,170
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value	230,000,000
Stockholders' Equity (Deficit)
Common Stock, Value	72
Common Class B [Member]
Stockholders' Equity (Deficit)
Common Stock, Value	$ 575

Condensed Balance Sheet (Parenthetical)	May 28, 2021 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Shares subject to possible redemption	23,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	23,715,500
Common stock, shares outstanding	715,500
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Description of Organization, Business Operations and Liquidity	3 Months Ended
	May 28, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Liquidity	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Dynamics Special Purpose Corp. (the “Company”) is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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 May 28, 2021, the Company had not yet commenced any operations. All activity for the period from March 1, 2021 (inception) through May 28, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company consummated the Initial Public Offering of 23,000,000 shares of Class A common stock (the “Public Shares”), including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,500 shares of Class A common stock (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Dynamics Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,155,000, which is described in Note 5. Transaction costs amounted to $13,173,461 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $523,461 of other offering costs. Following the closing of the Initial Public Offering on May 28, 2021, an amount of $230,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government securities with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, 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 the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of 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 agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 6) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, 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 redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until May 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within 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 business days thereafter subject to lawfully available funds therefor, redeem the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issued Financial Statements

3 Months Ended

May 28, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In accordance with Accounting Standards Codification (“ASC”) 480,

Distinguishing Liabilities from Equity

(“ASC 480”), subtopic 10, section S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Public Shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Public Shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

The following tables summarize the effect of the restatement on each financial statement line item as of May 28, 2021:


	May 28, 2021
	As Previously Reported			Adjustments			As Restated
Balance Sheet (audited)
Class A common stock subject to possible redemption	$	218,997,700		$	11,002,300		$	230,000,000
Class A common stock	$	110		$	(38	)	$	72
Additional paid-in capital	$	5,008,154		$	(5,008,154	)	$	—
Accumulated deficit	$	(8,836	)	$	(5,994,108	)	$	(6,002,944	)
Total stockholders’ equity (deficit)	$	5,000,003		$	(11,002,300	)	$	(6,002,297	)
Shares of Class A common stock subject to possible redemption		21,899,770			1,100,230			23,000,000
Shares of Class A common stock		1,100,230			(384,730	)		715,500

Summary of Significant Accounting Policies

3 Months Ended

May 28, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement(s) with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of May 28, 2021.

Cash Held in Trust Account

As of May 28, 2021, the Company had $230,000,000 in cash held in the Trust Account.

Class A Common Stock Subject to Possible Redemption

All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of May 28, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A common stock		(13,157,652	)
Plus:
Accretion of carrying value to redemption value		13,157,652

Class A common stock subject to possible redemption	$	230,000,000

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A -

Expenses of Offering

. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Accordingly, as of May 28, 2021, offering costs in the aggregate of $13,173,461 have been charged to temporary and permanent equity (consisting of a $4,600,000 underwriting fee, $8,050,000 of deferred underwriting fees, and $523,461 of other offering costs).

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740,

Income Taxes

(“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 28, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from March 1, 2021 (inception) through May 28, 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820,

Fair Value Measurement

, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering	3 Months Ended
Initial Public Offering	May 28, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 shares of Class A common stock, including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a purchase price of $10.00 per Public Share, generating gross proceeds of $230,000,000.

Private Placement	3 Months Ended
Private Placement	May 28, 2021
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 715,500 Private Placement Shares at $10.00 per Private Placement Share, generating gross proceeds of $7,155,000. A portion of the proceeds from the sale of the Private Placement Shares has been added to the net 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 from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions	3 Months Ended
Related Party Transactions	May 28, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On March 8, 2021, the Sponsor was issued 5,750,000 shares (the “Founder Shares”) of Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares) (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). The underwriter fully exercised the over-allotment option on May 28, 2021; thus, these 750,000 Founder Shares are no longer subject to forfeiture. Promissory Note—Related Party On March 8, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. On May 26, 2021, the Company repaid the outstanding balance under the Promissory Note of $250,000. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the 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. Up to $2,000,000 of such Working Capital Loans may be convertible into shares at a price of $10.00 per share at the option of the lender. The share would be identical to the Private Placement Shares. Administrative Support Agreement The Company entered into an agreement, commencing on May 25, 2021, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. As of May 28, 2021, the Company had not paid any amounts to the Sponsor under this agreement.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	May 28, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on May 25, 2021, holders of the Founder Shares, Private Placement Shares and any Class A common stock issuable upon conversion of the Working Capital Loans will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriter exercised the over-allotment option in full on May 28, 2021. The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $8,050,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity	3 Months Ended
Stockholders' Equity	May 28, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 8. STOCKHOLDERS’ EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At May 28, 2021, there were no shares of preferred stock issued or outstanding. Class A common stock —The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At May 28, 2021, there were 23,715,500 shares of Class A common stock issued and outstanding, including 23,000,000 shares of Class A common stock subject to possible redemption.. Class B common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At May 28, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, including any vote in connection with an initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Shares), plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Shares issued to the Sponsor or its affiliates upon conversion of Working Capital Loans).

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Subsequent Events	3 Months Ended
Subsequent Events	May 28, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

May 28, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

As of May 28, 2021, the Company had $230,000,000 in cash held in the Trust Account.

Class A Common Stock Subject to Possible Redemption

As of May 28, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A common stock		(13,157,652	)
Plus:
Accretion of carrying value to redemption value		13,157,652

Class A common stock subject to possible redemption	$	230,000,000

Offering Costs Associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A -

Expenses of Offering

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740,

Income Taxes

more-likely-than-not

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820,

Fair Value Measurement

, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Restatement of Previously Issued Financial Statements (Tables)

3 Months Ended

May 28, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of the Effect of Revision on Financial Statement

The following tables summarize the effect of the restatement on each financial statement line item as of May 28, 2021:


	May 28, 2021
	As Previously Reported			Adjustments			As Restated
Balance Sheet (audited)
Class A common stock subject to possible redemption	$	218,997,700		$	11,002,300		$	230,000,000
Class A common stock	$	110		$	(38	)	$	72
Additional paid-in capital	$	5,008,154		$	(5,008,154	)	$	—
Accumulated deficit	$	(8,836	)	$	(5,994,108	)	$	(6,002,944	)
Total stockholders’ equity (deficit)	$	5,000,003		$	(11,002,300	)	$	(6,002,297	)
Shares of Class A common stock subject to possible redemption		21,899,770			1,100,230			23,000,000
Shares of Class A common stock		1,100,230			(384,730	)		715,500

Summary of Significant Accounting Policies (Tables)

3 Months Ended

May 28, 2021

Accounting Policies [Abstract]

Summary of Reconciliation of Condensed Balance Sheet

As of May 28, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A common stock		(13,157,652	)
Plus:
Accretion of carrying value to redemption value		13,157,652

Class A common stock subject to possible redemption	$	230,000,000

Description of Organization, Business Operations and Liquidity - Additional Information (Details)		3 Months Ended
	May 28, 2021 USD ($) $ / shares shares	May 28, 2021 USD ($) $ / shares shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
State of incorporation	DE
Date of incorporation		Mar. 01, 2021
Payment to acquire restricted investments	$ 230,000,000
Cash deposited in Trust Account per share \| $ / shares	$ 10.00
Term of restricted investments	185 days
Per share amount due for redemption \| $ / shares	$ 10.00	$ 10.00
Minimum netwoth needed to effect business combination	$ 5,000,001	$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent	15.00%	15.00%
Percentage of public shares to be redeemed in case business combination is not consummated	100.00%	100.00%
Period to complete business combination from closing of initial public offering		24 months
Period to redeem public shares if business combination is not completed within initial combination period		10 days
Expenses payable on dissolution \| shares		100,000
Actual amount per share to be maintained in the trust account \| $ / shares	$ 10.00	$ 10.00
Total transaction costs incurred in connection with initial public offering	$ 13,173,461
Underwriting fee	4,600,000	$ 4,600,000
Deferred underwriting fee payable	8,050,000	8,050,000
Other Offering Costs	$ 523,461	$ 523,461
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of operating businesses included in initial Business Combination		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination	80.00%	80.00%
Equity method investment ownership percentage	50.00%	50.00%
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Price per share sold \| $ / shares	$ 10.00	$ 10.00
Gross proceeds from initial public offering	$ 230,000,000
Common Class A [Member] \| IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period \| shares \| shares	23,000,000
Common Class A [Member] \| Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period \| shares \| shares	3,000,000
Common Class A [Member] \| Private Placement [Member] \| Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period \| shares \| shares	715,500
Price per share sold \| $ / shares	$ 10.00	$ 10.00
Gross proceeds from private placement	$ 7,155,000

Restatement of Previously Issued Financial Statements - Summarry of the Effect of Revision on Financial Statement (Details)	May 28, 2021 USD ($) shares
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$ 230,000,000
Additional paid-in capital	0
Accumulated deficit	(6,002,944)
Total stockholders' equity (deficit)	(6,002,297)
Common Class A [Member]
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	230,000,000
Class A common stock	$ 72
Shares of Class A common stock subject to possible redemption \| shares	23,000,000
Shares of Class A common stock \| shares	715,500
As Previously Reported [Member]
Balance Sheet (unaudited)
Additional paid-in capital	$ 5,008,154
Accumulated deficit	(8,836)
Total stockholders' equity (deficit)	5,000,003
As Previously Reported [Member] \| Common Class A [Member]
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	218,997,700
Class A common stock	$ 110
Shares of Class A common stock subject to possible redemption \| shares	21,899,770
Shares of Class A common stock \| shares	1,100,230
Adjustments [Member]
Balance Sheet (unaudited)
Additional paid-in capital	$ (5,008,154)
Accumulated deficit	(5,994,108)
Total stockholders' equity (deficit)	(11,002,300)
Adjustments [Member] \| Common Class A [Member]
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	11,002,300
Class A common stock	$ (38)
Shares of Class A common stock subject to possible redemption \| shares	1,100,230
Shares of Class A common stock \| shares	(384,730)

Restatement of Previously Issued Financial Statements - Additional Information (Details)	May 28, 2021 USD ($)
Accounting Changes and Error Corrections [Abstract]
Minimum netwoth needed to redeem public shares	$ 5,000,001

Summary of Significant Accounting Policies - Additional Information (Details)		3 Months Ended
	May 28, 2021 USD ($)	May 28, 2021 USD ($)
Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	0	0
Unrecognized tax benefits income tax penalties and interest accrued	0	0
Underwriting fee	4,600,000	4,600,000
Deferred underwriting fee payable	8,050,000	8,050,000
Other Offering Costs	523,461	523,461
Share issued with Liquidation Preference	23,000,000	23,000,000
Cash held in Trust Account	230,000,000	$ 230,000,000
Offering costs charged to permanent equity	13,173,461
Payment of offering costs	$ 13,173,461

Summary of Significant Accounting Policies - Summary of Reconciliation of Condensed Balance Sheet (Details)	May 28, 2021 USD ($)
Condensed Financial Information Disclosure [Abstract]
Gross proceeds	$ 230,000,000
Issuance costs allocated to Class A common stock	(13,157,652)
Accretion of carrying value to redemption value	13,157,652
Class A common stock subject to possible redemption	$ 230,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Initial Public Offering - Additional Information (Details) - Common Class A [Member]	May 28, 2021 USD ($) $ / shares shares
Price per share sold \| $ / shares	$ 10.00
Gross proceeds from initial public offering \| $	$ 230,000,000
IPO [Member]
Stock shares issued during the period \| shares	23,000,000
Over-Allotment Option [Member]
Stock shares issued during the period \| shares	3,000,000

Private Placement - Additional Information (Details) - Private Placement [Member] - Sponsor [Member] - Common Class A [Member]	May 28, 2021 USD ($) $ / shares shares
Class of Stock [Line Items]
Stock shares issued during the period \| shares \| shares	715,500
Price per share sold \| $ / shares \| $ / shares	$ 10.00
Gross proceeds from private placement \| $	$ 7,155,000

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended
	May 26, 2021	Mar. 08, 2021	May 28, 2021
Founder Share [Member]
Related Party Transaction [Line Items]
Temporary Equity, Shares Outstanding			750,000
Common Class B [Member] \| Founder Share [Member]
Related Party Transaction [Line Items]
Temporary Equity, Shares Outstanding		750,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value		$ 300,000
Repayment of promissory note to related party	$ 250,000
Sponsor [Member] \| Working capital loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity value			$ 2,000,000
Debt instrument conversion price per share			$ 10.00
Sponsor [Member] \| Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction amount payable per month for office space administration and support services			$ 10,000
Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services		5,750,000
Stock issued during the period value for services		$ 25,000
Percentage of the common stock issued and outstanding		20.00%

Commitments and Contingencies - Additional Information (Details)		3 Months Ended
	May 28, 2021 USD ($) $ / shares shares	May 28, 2021 USD ($) $ / shares shares
Other Commitments [Line Items]
Payment of underwriter discount	$ 13,173,461
Over-Allotment Option [Member]
Other Commitments [Line Items]
Overallotment Option Vesting Period		45 days
Common stock shares subscribed but not issued \| shares	3,000,000	3,000,000
Underwriter discount per unit \| $ / shares	$ 0.20
Payment of underwriter discount	$ 4,600,000
Deferred underwriting fee payable per unit \| $ / shares	$ 0.35	$ 0.35
Deferred underwriting commissions	$ 8,050,000	$ 8,050,000
Over-Allotment Option [Member] \| Common Class A [Member]
Other Commitments [Line Items]
Stock shares issued during the period new issues \| shares	3,000,000

Stockholders' Equity - Additional Information (Details)	3 Months Ended
Stockholders' Equity - Additional Information (Details)	May 28, 2021 $ / shares shares
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share \| $ / shares	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common stock conversion basis percentage	20.00%
Common Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized	100,000,000
Common stock par or stated value per share \| $ / shares	$ 0.0001
Common Stock, Voting Rights	one vote
Common stock shares issued	23,715,500
Common stock shares outstanding	715,500
Shares subject to possible redemption	23,000,000
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares issued	23,715,500
Common stock shares outstanding	23,715,500
Common Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized	10,000,000
Common stock par or stated value per share \| $ / shares	$ 0.0001
Common Stock, Voting Rights	one vote
Common stock shares issued	5,750,000
Common stock shares outstanding	5,750,000