0001193125-22-041549 | S-4 | XBRL Viewer | Dynamics Special Purpose Corp

Operating and formation costs

Stockholders' Deficit

Common Stock, Value

Common Class B [Member]

Stockholders' Deficit

Common Stock, Value

$ 575

^[1]

[1]	Includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

Condensed Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2021	Mar. 08, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Shares subject to possible redemption	23,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	23,715,500	0
Common stock, shares outstanding	715,500	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Condensed Statements of Operations - USD ($)

3 Months Ended

7 Months Ended

Mar. 08, 2021

Sep. 30, 2021

$ 1,150

$ 253,456

$ 407,500

Franchise tax expense

41,184

95,349

Loss from operations

(294,640)

(502,849)

Interest and dividend income on investments held in Trust Account

2,960

3,925

Net Loss

$ (1,150)

$ (291,680)

$ (498,924)

Basic and diluted weighted average shares outstanding

^[1]

5,000,000

Basic and diluted net loss per share of common stock

$ 0.00

Basic and diluted weighted average shares outstanding

23,715,500

13,917,547

Basic and diluted net loss per share of common stock

$ (0.01)

$ (0.03)

Common Class B [Member]

Basic and diluted weighted average shares outstanding

5,750,000

5,275,821

Basic and diluted net loss per share of common stock

$ (0.01)

$ (0.03)

[1]	Includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Balance at beginning period at Feb. 28, 2021

Condensed Statement of Changes in Stockholders' Equity - USD ($)

Total

Common Stock [Member]

Common Class A [Member]

Common Stock [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

$ 0

Balance at beginning period, Shares at Feb. 28, 2021

Issuance of Class B common stock to Sponsor

^[1]

25,000

$ 575

24,425

Issuance of Class B common stock to Sponsor, Shares

^[1]

5,750,000

Balance at end of period, Shares at Mar. 08, 2021

(1,150)

$ 0

(1,150)

5,750,000

Balance at end of period at Mar. 08, 2021

23,850

$ 575

24,425

(1,150)

Balance at beginning period at Feb. 28, 2021

$ 0

Balance at beginning period, Shares at Feb. 28, 2021

Issuance of Class B common stock to Sponsor

25,000

$ 0

$ 575

24,425

Issuance of Class B common stock to Sponsor, Shares

5,750,000

Balance at end of period, Shares at Mar. 31, 2021

(1,178)

$ 0

(1,178)

5,750,000

Balance at end of period at Mar. 31, 2021

23,822

$ 0

$ 575

24,425

(1,178)

Balance at beginning period at Feb. 28, 2021

$ 0

Balance at beginning period, Shares at Feb. 28, 2021

Balance at end of period, Shares at Sep. 30, 2021

(498,924)

715,500

5,750,000

Balance at end of period at Sep. 30, 2021

(6,517,354)

$ 72

$ 575

(6,518,001)

Balance at beginning period at Mar. 31, 2021

23,822

$ 0

$ 575

24,425

(1,178)

Balance at beginning period, Shares at Mar. 31, 2021

5,750,000

Class A common stock in Private Placement to Sponsor, net of offering costs (Revised - see Note 2), Shares

715,500

Class A common stock in Private Placement to Sponsor, net of offering costs (Revised - see Note 2)

7,138,437

$ 72

$ 0

7,138,365

Accretion of redeemable Class A common stock to redemption amount (Revised—see Note 2)

(13,181,867)

(7,162,790)

(6,019,077)

Balance at end of period, Shares at Jun. 30, 2021

(206,066)

$ 0

(206,066)

715,500

5,750,000

Balance at end of period at Jun. 30, 2021

(6,225,674)

$ 72

$ 575

(6,226,321)

Balance at end of period, Shares at Sep. 30, 2021

(291,680)

$ 0

(291,680)

715,500

5,750,000

Balance at end of period at Sep. 30, 2021

$ (6,517,354)

$ 72

$ 575

$ 0

$ (6,518,001)

[1]	Includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Summary of Significant Accounting Policies

Condensed Statement of Changes in Stockholders' Equity (Parenthetical)	3 Months Ended
	Jun. 30, 2021 shares
Private Placement [Member]
Stock shares issued during the period new issues	715,500

Condensed Statement of Cash Flows - USD ($)		7 Months Ended
Condensed Statement of Cash Flows - USD ($)	Mar. 08, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (1,150)	$ (498,924)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and dividend income on investments held in Trust Account		(3,925)
Changes in operating assets and liabilities:
Prepaid expenses		(673,023)
Accounts payable		85
Accrued expenses	1,000
Accrued expenses and other current liabilities		33,412
Franchise tax payable		95,349
Increase Decrease of Operating Costs Paid in Advance by Related Party	150
Net cash used in operating activities	0	(1,047,026)
Cash Flows from Investing Activities:
Cash deposited into Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		250,000
Repayment of promissory note - related party		(250,000)
Proceeds from initial public offering, net of underwriting discount paid		225,400,000
Proceeds from sale of private placement shares		7,155,000
Payment of offering costs		(523,430)
Net cash provided by financing activities		232,031,570
Net Change in Cash	0	984,544
Cash - Beginning of period	0	0
Cash - End of period	0	984,544
Supplemental disclosures of non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	137,629
Deferred offering costs included in due to related party	11,500
Accretion of Class A common stock subject to redemption to redemption value		13,181,867
Deferred underwriting fee payable		8,050,000
Offering costs paid in exchange for issuance of Class B common stock to Sponsor	$ 25,000	$ 25,000

Description of Organization and Business Operations		7 Months Ended
Description of Organization and Business Operations	Mar. 08, 2021	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1. Description of organization, business operations and going concern 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 March 8, 2021, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 8, 2021 relates to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 20,000,000 shares of Class A common stock (the “Public Shares”) at $10.00 per share (or 23,000,000 shares if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 655,500 shares of Class A common stock (or 715,500 shares of Class A common stock if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share, in a private placement to Dynamics Sponsor LLC (the “Sponsor”), that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed 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”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Shares, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities with a maturity 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 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 shares of Class A common stock will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity . 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 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Proposed 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 Proposed 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 Proposed Public Offering. However, if the initial stockholders acquire Public Shares in or after the Proposed 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 24 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete a Business Combination. 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 6) 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 Proposed 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 Proposed 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. Going concern consideration At March 8, 2021 the Company had no cash and a working capital deficit of $150,279. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through the Proposed Public Offering. There is no assurance that the Company’s plans to raise capital will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the healthcare industry and the life sciences subsector in which it seeks to consummate a Business Combination 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, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 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, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (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 September 30, 2021, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. 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 their over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000, which is discussed in Note 3 . 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 4 . Transaction costs amounted to $13,198,430 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $548,430 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 mus t 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 5 ) 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 respe ct 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 6 ) 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. LiquidityAs of September 30, 2021, the Company had $984,544 in cash held outside of the Trust Account and working capital of 1,528,721. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of up to $300,000 under an unsecured and non-interest bearing promissory note (see Note 5 ). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the private placement held outside of the Trust Account and proceeds made available to the Company under the Working Capital Loan (as defined in Note 5 ). Based on the foregoing, management believes that the Company will have sufficient working capi tal and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, and structuring, negotiating and consummating the 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

7 Months Ended

Mar. 08, 2021

Sep. 30, 2021

Accounting Policies [Abstract]

Note 2. Summary of significant accounting policies

Basis of presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 March 8, 2021.

Deferred offering costs

Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to a planned public offering and that will be charged to stockholder’s equity upon the completion of a planned public offering. Should a planned public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Income taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740,

Income Taxes

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 8, 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 March 8, 2021.

Net loss per common share

Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6). At March 8, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

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 statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on May 27, 2021, as well as the Company’s Current Reports on Form

8-K,

as filed with the SEC on May 28, 2021 and June 4, 2021. The interim results for the period from March 1, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods

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

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

As of September 30, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities 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 are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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 second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“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

amoun

t of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 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		(13,181,867	)
Plus:
Accretion of carrying value to redemption value		13,181,867

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 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. The Company incurred offering costs amounting to $13,198,430 as a result of the Initial Public Offering (consisting of a $4,600,000 underwriting fee, $8,050,000 of

deferred underwriting fees, and $548,430 of other offering costs). The Company recorded $13,181,867 of offering costs as

a reductio

n of temporary equity in connection with the issuance of the Public Shares. The Company recorded $16,563 of offering costs as a reduction of permanent equity in connection with the issua

ce of the Private Placement Shares.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 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.

unrecognized tax benefits and

amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 September 30, 2021.

Net Loss Per Share of Common Stock

Net loss per common share is computed by dividing net loss by the we

ighted-a

verage number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021						For the Period from March 1, 2021 (Inception) Through September 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(234,761	)	$	(56,919	)	$	(361,781	)	$	(137,143	)

Denominator:
Basic and diluted weighted average shares outstanding		23,715,500			5,750,000			13,917,547			5,275,821
Basic and diluted net loss per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk co

nsist 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 Company applies ASC Topic 820,

Fair Value Measurement

(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 8 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”)

to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

Initial Public Offering	7 Months Ended
Initial Public Offering	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering [Text Block]	NOTE 3 . 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 completed its Initial Public Offering of 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 $10.00 per Public Share, generating gross proceeds of $230,000,000.

Proposed Public Offering	Mar. 08, 2021
Disclosure of Proposed Public Offering [Abstract]
Proposed Public Offering	Note 3. Proposed public offering Pursuant to the Proposed Public Offering, the Company will offer for sale 20,000,000 shares of Class A common stock (or 23,000,000 shares of Class A common stock if the underwriter’s over-allotment option is exercised in full) at a purchase price of $10.00 per share.

Private Placement		7 Months Ended
Private Placement	Mar. 08, 2021	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Private Placement Disclosure [Text Block]	Note 4. Private placement The Sponsor has agreed to purchase an aggregate of 655,500 Private Placement Shares (or 715,500 Private Placement Shares if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per Private Placement Share, from the Company in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. A portion of the proceeds from the sale of the Private Placement Shares will be added to the net proceeds from the Proposed 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) .	NOTE 4 . PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 715,500 Private Placement Shares at a price of $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		7 Months Ended
Related Party Transactions	Mar. 08, 2021	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Note 5. 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 include 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 is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (excluding the private placement shares) (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering). Promissory note—related party On March 8, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to an unsecured promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Public Offering. As of March 8, 2021, there were no borrowings outstanding under the Promissory Note. 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.	NOTE 5 . 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. 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 shares would be identical to the Private Placement Shares. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, 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. To date, the Company has not exercised its option to use such services.

Commitments And Contingencies		7 Months Ended
Commitments And Contingencies	Mar. 08, 2021	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Note 6. Commitments Registration and stockholder rights agreement The 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 pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. 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 will grant the underwriter a 45-day option from the date of the Proposed Public Offering to purchase up to 3,000,000 additional shares of Class A common stock to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. The underwriter will be entitled to a cash underwriting discount of $0.20 per share, or $4,000,000 in the aggregate (or $4,600,000 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriter will be entitled to a deferred fee of $0.35 per share, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriter’s over-allotment option is exercised in full). 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.	NOTE 6 . COMMITMENTS AND CONTINGENCIES Registration Rights The 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 pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. 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. Underwriters 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 underwriters 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		7 Months Ended
Stockholders' Equity	Mar. 08, 2021	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 7. Stockholder’s equity Preferred stock As of March 8, 2021, the Company had no authorized, issued, or outstanding shares of preferred stock. The Company intends to file an amended and restated Certificate of Incorporation prior to the closing date of the Proposed Public Offering such that the Company will be 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. 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. As of March 8, 2021, there were no shares of Class A common stock issued or outstanding. 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. As of March 8, 2021, there were 5,750,000 shares of Class B common stock outstanding. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering (excluding the private placement shares). 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 Proposed 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 Proposed 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).	NOTE 7 . STOCKHOLDER’S 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. As of September 30, 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. As of September 30, 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. As of September 30, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Private Placement Shares). The over-allotment option was exercised in full on May 28, 2021; thus, these shares are no longer subject to forfeiture. 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).

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.

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Fair Value Disclosures [Text Block]

Fair Value Measurements

7 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Amount at Fair Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
U.S. Treasury Securities	$	230,003,925	$	230,003,925	$	—	$	—

Cash and Cash Equivalents

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

+ References + Details

Subsequent Events		7 Months Ended
Subsequent Events	Mar. 08, 2021	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 8. Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In April 2021, the Company borrowed $250,000 under the Promissory Note.	NOTE 9 . SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accounting Policies (Policies)

7 Months Ended

Mar. 08, 2021

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Basis of Presentation

8-K,

Emerging Growth Company

Emerging growth company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

Use of estimates

Use of Estimates

Cash and cash equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

less, or investments in money market funds that invest in U.S. government securities and generally have a readily

Class A Common Stock Subject to Possible Redemption

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

carrying

amoun

t of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 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		(13,181,867	)
Plus:
Accretion of carrying value to redemption value		13,181,867

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

deferred underwriting fees, and $548,430 of other offering costs). The Company recorded $13,181,867 of offering costs as

a reductio

n of temporary equity in connection with the issuance of the Public Shares. The Company recorded $16,563 of offering costs as a reduction of permanent equity in connection with the issua

ce of the Private Placement Shares.

Deferred Offering Costs

Deferred offering costs

Income Taxes

Income taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740,

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from March 1, 2021 (inception) through March 8, 2021.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740,

Income Taxes

unrecognized tax benefits and

The provision for income taxes was deemed to be de minimis for the period from March 1, 2021 (inception) through September 30, 2021.

Net Loss Per Share of Common Stock

Net loss per common share

Net Loss Per Share of Common Stock

Net loss per common share is computed by dividing net loss by the we

ighted-a

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021						For the Period from March 1, 2021 (Inception) Through September 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(234,761	)	$	(56,919	)	$	(361,781	)	$	(137,143	)

Denominator:
Basic and diluted weighted average shares outstanding		23,715,500			5,750,000			13,917,547			5,275,821
Basic and diluted net loss per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk co

nsist of a

Fair Value of Financial Instruments

Fair value of financial instruments

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

Fair Value Measurement

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

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 8 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

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 statements.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”)

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

Summary of Significant Accounting Policies (Tables)

7 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Basic and Diluted Net Earnings (loss) Per Common Share

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	Three Months Ended September 30, 2021						For the Period from March 1, 2021 (Inception) Through September 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(234,761	)	$	(56,919	)	$	(361,781	)	$	(137,143	)

Denominator:
Basic and diluted weighted average shares outstanding		23,715,500			5,750,000			13,917,547			5,275,821
Basic and diluted net loss per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

Summary of Reconciliation of Condensed Balance Sheet

As of September 30, 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		(13,181,867	)
Plus:
Accretion of carrying value to redemption value		13,181,867

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

Fair Value Measurements (Tables)

7 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary Of Assets And Liabilities Measured at Fair Value Recurring Basis


Description	Amount at Fair Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
U.S. Treasury Securities	$	230,003,925	$	230,003,925	$	—	$	—

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization and Business Operations - Additional Information (Details)

1 Months Ended

3 Months Ended

7 Months Ended

May 28, 2021

USD ($)

$ / shares

Mar. 08, 2021

USD ($)

$ / shares

Mar. 08, 2021

USD ($)

Day

$ / shares

Mar. 31, 2021

USD ($)

Jun. 30, 2021

Sep. 30, 2021

USD ($)

$ / shares

State of incorporation

Date of incorporation

Mar. 01, 2021

Gross proceeds from initial public offering

$ 225,400,000

Gross proceeds from private placement

7,155,000

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

Minimum netwoth needed to effect business combination

$ 5,000,001

Percentage of Public Shares that can be redeemed without prior consent

15.00%

Percentage of public shares to be redeemed in case business combination is not consummated

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

750,000

100,000

Actual amount per share to be maintained in the trust account | $ / shares

$ 10.00

Cash

$ 0

$ 984,544

Total transaction costs incurred in connection with initial public offering

$ 13,198,430

13,198,430

Underwriting fee

4,600,000

Deferred underwriting fee payable

8,050,000

Other Offering Costs

$ 548,430

548,430

Working capital (deficit)

$ 150,279

150,279

$ 1,528,721

Organization Consolidation And Presentation Of Financial Statements [Line Items]

$ 25,000

^[1]

$ 25,000

Minimum [Member]

Number of operating businesses included in initial Business Combination

Fair market value as percentage of net assets held in Trust Account included in initial Business Combination

80.00%

Equity method investment ownership percentage

50.00%

Sponsor [Member] | Promissory Note [Member]

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Debt instrument face value

$ 300,000

Over-Allotment Option [Member]

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Common stock shares subscribed but unissued | shares

3,000,000

Private Placement [Member]

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Stock shares issued during the period | shares | shares

715,500

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Price per share sold | $ / shares

$ 10.00

Gross proceeds from initial public offering

$ 230,000,000

Shares Issued, Price Per Share | $ / shares

$ 10.00

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

Gross proceeds from private placement

$ 7,155,000

Common stock shares subscribed but unissued | shares

655,500

Shares Issued, Price Per Share | $ / shares

$ 10.00

Common Class A [Member] | Proposed Public Offering [Member]

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Price per share sold | $ / shares

$ 10.00

Common stock shares subscribed but unissued | shares

20,000,000

Shares Issued, Price Per Share | $ / shares

$ 10.00

Common Class A [Member] | Proposed Public Offering Inluding Over Allotment Option [Member]

Organization Consolidation And Presentation Of Financial Statements [Line Items]

Common stock shares subscribed but unissued | shares

23,000,000

Common Class B [Member] | Sponsor [Member]

Organization Consolidation And Presentation Of Financial Statements [Line Items]

$ 25,000

[1]	Includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)				7 Months Ended
	May 28, 2021	Mar. 08, 2021	Mar. 08, 2021	Sep. 30, 2021
Accounting Policies [Line Items]
Cash equivalents		$ 0	$ 0	$ 0
Unrecognized tax benefits		0	0	0
Unrecognized tax benefits income tax penalties and interest accrued		$ 0	$ 0	0
Total transaction costs incurred in connection with initial public offering	$ 13,198,430			13,198,430
Underwriting fee	4,600,000			4,600,000
Deferred underwriting fee payable	8,050,000			8,050,000
Other Offering Costs	$ 548,430			548,430
Federal Depository Insurance Coverage amount				250,000
Share issued with Liquidation Preference				23,000,000
Offering costs				$ 523,430
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation		750,000	100,000	100,000
Public Shares [Member]
Accounting Policies [Line Items]
Offering costs				$ 13,181,867
Private Placement [Member]
Accounting Policies [Line Items]
Offering costs				$ 16,563
US Government Securities [Member]
Accounting Policies [Line Items]
Restricted Investments Term				185 days

Summary of Significant Accounting Policies - Summary of Reconciliation of Condensed Balance Sheet (Details)	Sep. 30, 2021 USD ($)
Condensed Financial Information Disclosure [Abstract]
Gross proceeds	$ 230,000,000
Issuance costs allocated to Class A common stock	(13,181,867)
Accretion of carrying value to redemption value	13,181,867
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value	$ 230,000,000

Basic and diluted weighted average shares outstanding

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

Summary of Significant Accounting Policies - Basic and Diluted Net Earnings (loss) Per Coomon Share (Details) - USD ($)

3 Months Ended

7 Months Ended

Mar. 08, 2021

Sep. 30, 2021

Denominator:

^[1]

5,000,000

Basic and diluted net loss per share

$ 0.00

Numerator:

Basic and diluted weighted average shares outstanding

$ (234,761)

$ (361,781)

Denominator:

23,715,500

13,917,547

Basic and diluted net loss per share

$ (0.01)

$ (0.03)

Common Class B [Member]

Numerator:

Basic and diluted weighted average shares outstanding

$ (56,919)

$ (137,143)

Denominator:

5,750,000

5,275,821

Basic and diluted net loss per share

$ (0.01)

$ (0.03)

[1]	Includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Initial Public Offering - Additional Information (Details) - USD ($)			7 Months Ended
	May 28, 2021	Mar. 08, 2021	Sep. 30, 2021
Gross proceeds from initial public offering			$ 225,400,000
Common Class A [Member]
Price per share sold	$ 10.00
Gross proceeds from initial public offering	$ 230,000,000
IPO [Member] \| Common Class A [Member]
Stock shares issued during the period \| shares	23,000,000
Over-Allotment Option [Member] \| Common Class A [Member]
Stock shares issued during the period \| shares	3,000,000	3,000,000

Proposed Public Offering - Additional Information (Details) - Common Class A [Member] - $ / shares	May 28, 2021	Mar. 08, 2021
Class of Stock [Line Items]
Price per share sold	$ 10.00
Proposed Public Offering [Member]
Class of Stock [Line Items]
Common stock shares subscribed but not issued		20,000,000
Price per share sold		$ 10.00
Proposed Public Offering Inluding Over Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares subscribed but not issued		23,000,000

Private Placement - Additional Information (Details) - USD ($)			3 Months Ended	7 Months Ended
	May 28, 2021	Mar. 08, 2021	Jun. 30, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Gross proceeds from private placement				$ 7,155,000
Private Placement [Member]
Class of Stock [Line Items]
Stock shares issued during the period \| shares			715,500
Private Placement [Member] \| Sponsor [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Stock shares issued during the period \| shares	715,500	715,500
Price per share sold \| $ / shares	$ 10.00	$ 10.00
Gross proceeds from private placement	$ 7,155,000
Common stock shares subscribed but not issued		655,500
Private Placement Offering Subject To Over Allotment Option [Member] \| Sponsor [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Common stock shares subscribed but not issued		715,500

Related Party Transactions - Additional Information (Details) - USD ($)

1 Months Ended

7 Months Ended

Mar. 08, 2021

Mar. 31, 2021

Sep. 30, 2021

May 28, 2021

Temporary Equity, Shares Outstanding

$ 25,000

^[1]

$ 25,000

Founder Share [Member]

750,000

Common Class B [Member] | Founder Share [Member]

Temporary Equity, Shares Outstanding

750,000

Sponsor [Member] | Promissory Note [Member]

Debt instrument face value

$ 300,000

Notes payable to related party current

$ 0

Sponsor [Member] | Working capital loans [Member]

Working capital loans convertible into equity value

$ 2,000,000

Debt instrument conversion price per share

$ 10.00

Sponsor [Member] | Administrative Services Agreement [Member]

$ 10,000

Sponsor [Member] | Common Class B [Member]

Stock issued during the period shares for services

5,750,000