0001193125-21-207653 | 10-Q | XBRL Viewer | Dynamics Special Purpose Corp

Cover Page - shares	1 Months Ended
Cover Page - shares	Mar. 31, 2021	Jun. 29, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Dynamics Special Purpose Corp.
Entity Central Index Key	0001854270
Entity File Number	001-40440
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Tax Identification Number	86-2437900
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2875 El Camino Real
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94061
City Area Code	408
Local Phone Number	212-0200
Title of 12(b) Security	Class A common stock, par value $0.0001per share
Trading Symbol	dyns
Security Exchange Name	NASDAQ
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,715,500
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

Condensed Balance Sheet

Mar. 31, 2021

USD ($)

ASSETS

Deferred offering costs

$ 373,657

Total Assets

373,657

Current liabilities

Accounts payable

Accrued expenses

1,000

Due to related party

11,650

Accrued offering costs

337,157

Total Liabilities

349,835

Commitments (Note 6)

Stockholder's Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Additional paid-in capital

24,425

Accumulated deficit

(1,178)

Total Stockholder's Equity

23,822

Total Liabilities and Stockholder's Equity

373,657

Common Class A [Member]

Stockholder's Equity

Common Stock, Value

Common Class B [Member]

Stockholder's Equity

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 underwriters. The over-allotment option was exercised in full on May 28, 2021; thus, these shares are no longer subject to forfeiture (see Notes 5 and 8).

Condensed Balance Sheet (Parenthetical)	Mar. 31, 2021 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Condensed Statement of Operations

1 Months Ended

Mar. 31, 2021

USD ($)

$ / shares

Operating and formation costs

$ 1,178

Net Loss

$ (1,178)

Weighted average shares outstanding, basic and diluted | shares

5,000,000

^[1]

Basic and diluted net loss per common share | $ / shares

$ 0.00

[1]

Excludes 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 underwriters. The over-allotment option was exercised in full on May 28, 2021; thus, these shares are no longer subject to forfeiture (see Notes 5 and 8).

- Definition

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

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+ Details

Condensed Statement of Changes in Stockholder's Equity - 1 months ended Mar. 31, 2021 - USD ($)

Total

Common Stock [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

Balance at beginning period at Feb. 28, 2021

$ 0

^[1]

$ 0

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

^[1]

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

Net loss

(1,178)

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

^[1]

5,750,000

Balance at end of period at Mar. 31, 2021

$ 23,822

$ 575

^[1]

$ 24,425

$ (1,178)

[1]

- Definition

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

+ References

+ Details

- Definition

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.

+ References + Details

Condensed Statement of Cash Flows	1 Months Ended
Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,178)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of operating and formation costs by related party	150
Changes in operating assets and liabilities:
Accounts payable	28
Accrued expenses	1,000
Net cash used in operating activities	0
Net Change in Cash	0
Cash - Beginning of period	0
Cash - End of period	0
Supplemental disclosures of non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	337,157
Deferred offering costs included in due to related party	11,500
Offering costs paid in exchange for issuance of Class B common stock to Sponsor	$ 25,000

Description of Organization and Business Operations

1 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

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 March 31, 2021, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial 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 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.

Following the closing of the Initial Public Offering on May 28, 2021, an amount of $230,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government securities with maturities of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 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 respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or

pre-initial

Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).

The Company will have until May 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 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 Accou

nt.

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 uncertaint

Summary of Significant Accounting Policies

1 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 March 31, 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

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 31, 2021.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholder’s equity upon the completion of the Initial Public Offering.

Income Taxes

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

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 31, 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 31, 2021.

Net Loss Per Common Share

Net loss per share common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 6). At March 31, 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.

Related Party Transactions

1 Months Ended

Mar. 31, 2021

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.

Promissory Note - Related Party

On March 8, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company

could borrow an aggregate of up to

$300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was

non-interest

bearing and was payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. As of March 31, 2021, there we no borrowings outstanding under the Promissory Note.

In April 2021, the Company borrowed $250,000 under the Promissory Note which was repaid on May 26, 2021

(see Note 8).

Due to Related Party

An affiliate of the Sponsor has paid $11,650 to cover certain operating costs and offering costs on behalf of the Company. The outstanding balance is due

on-demand.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $2,000,000 of such Working Capital Loans may be convertible into shares at a price of $10.00 per share at the option of the lender. The share would be identical to the Private Placement Shares.

Administrative Support Agreement

The Company entered into an agreement, commencing on 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.

Stockholders' Equity

1 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

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. At March 31, 2021, there were no shares of preferred stock issued or outstanding.

Class

A common stock

— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 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. Holders of Class B common stock are entitled to one vote for each share. At March 31, 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).

Summary of Significant Accounting Policies (Policies)

1 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

8-K,

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Deferred Offering Costs

Income Taxes

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

Income Taxes

The provision for income taxes was deemed to be de minimis for the period from March 1, 2021 (inception) through March 31, 2021.

Net Loss Per Common Share

Fair Value of Financial Instruments

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.

Description of Organization and Business Operations - Additional Information (Details)		1 Months Ended
	May 28, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
State of incorporation		DE
Date of incorporation		Mar. 01, 2021
Per share amount due for redemption		$ 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		100,000
Actual amount per share to be maintained in the trust account		$ 10.00
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of operating businesses included in initial Business Combination		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80.00%
Equity method investment ownership percentage		50.00%
Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payment to acquire restricted investments \| $	$ 230,000,000
Cash deposited in Trust Account per share	$ 10.00
Term of restricted investments	185 days
Common Class A [Member] \| Subsequent Event [Member]
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
Common Class A [Member] \| Subsequent Event [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] \| Subsequent Event [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] \| Subsequent Event [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

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

1 Months Ended

May 26, 2021

Mar. 08, 2021

Apr. 30, 2021

Mar. 31, 2021

Stock issued during the period value for services

^[1]

$ 25,000

Due to related party current

11,650

Sponsor [Member]

Due to related party current

11,650

Sponsor [Member] | Promissory Note [Member]

Debt instrument face value

$ 300,000

Notes payable to related party current

Proceeds from related party debt

$ 250,000

Sponsor [Member] | Promissory Note [Member] | Subsequent Event [Member]

Repayment of promissory note to related party

$ 250,000

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

Stock issued during the period value for services

$ 25,000

Percentage of the common stock issued and outstanding

20.00%

[1]

Commitments - Additional Information (Details) - Over-Allotment Option [Member] - USD ($)	May 28, 2021	Mar. 31, 2021
Other Commitments [Line Items]
Overallotment Option Vesting Period		45 days
Common stock shares subscribed but not issued		3,000,000
Subsequent Event [Member]
Other Commitments [Line Items]
Underwriter discount per unit	$ 0.20
Payment of underwriter discount	$ 4,600,000
Deferred underwriting fee payable per unit	$ 0.35
Deferred underwriting commissions	$ 8,050,000
Common Class A [Member] \| Subsequent Event [Member]
Other Commitments [Line Items]
Stock shares issued during the period new issues	3,000,000

Stockholders' Equity - Additional Infomation (Details) - $ / shares	1 Months Ended
	Mar. 31, 2021	Mar. 08, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized	100,000,000
Common stock par or stated value per share	$ 0.0001
Common Stock, Voting Rights	one vote
Common stock shares issued	0
Common stock shares outstanding	0
Common Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized	10,000,000
Common stock par or stated value per share	$ 0.0001
Common Stock, Voting Rights	one vote
Common stock shares issued	5,750,000
Common stock shares outstanding	5,750,000
Common Class B [Member] \| Sponsor [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of the common stock issued and outstanding	20.00%	20.00%

Summary of Significant Accounting Policies - Additional Information (Details)	Mar. 31, 2021 USD ($)
Accounting Policies [Line Items]
Cash equivalents	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits income tax penalties and interest accrued	$ 0

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