0001410578-21-000439 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 15, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40764
Entity Registrant Name	CHW ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	2 Manhattanville Road
Entity Address, Address Line Two	Suite 403
Entity Address, City or Town	Purchase
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	914
Local Phone Number	603-5016
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		15,687,500
Entity Central Index Key	0001842356
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Redeemable Warrant
Trading Symbol	CHWAU
Security Exchange Name	NASDAQ
Ordinary Shares, par value $0.0001 per share, included as part of the Units
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share, included as part of the Units
Trading Symbol	CHWA
Security Exchange Name	NASDAQ
Redeemable Warrants included as part of the Units, each exercisable for Ordinary Share for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants included as part of the Units, each exercisable for Ordinary Share for $11.50 per share
Trading Symbol	CHWAW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET (UNAUDITED)	Sep. 30, 2021 USD ($)
CURRENT ASSETS
Cash	$ 897,818
Due from related party	68,591
Prepaid expenses and other current assets	287,500
Total current assets	1,253,909
OTHER ASSETS
Prepaid expense - non-current portion	263,542
Investments held in trust account	125,000,000
TOTAL ASSETS	126,517,451
CURRENT LIABILITIES
Accounts payable	111,054
Promissory note - related party	43,000
Total current liabilities	154,054
LONG-TERM LIABILITIES
Deferred underwriting fee payable	4,375,000
Total long-term liabilities	4,375,000
Total liabilities	4,529,054
COMMITMENTS AND CONTINGENCIES
Ordinary shares subject to possible redemption, $0.0001 par value, 12,500,000 shares at redemption value of $10.00 per share.	125,000,000
SHAREHOLDERS' EQUITY (DEFICIT)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Ordinary Shares; $0.0001 par value; 110,000,000 shares authorized; 3,187,500 shares issued and outstanding (excluding 12,500,000 shares subject to possible redemption), as of September 30, 2021.	318
Accumulated deficit	(3,011,921)
Total shareholders' equity (deficit)	(3,011,603)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$ 126,517,451

CONDENSED BALANCE SHEET (UNAUDITED) (Parenthetical)	Sep. 30, 2021 $ / shares shares
Preferred stock, par value, (per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	110,000,000
Common shares, shares issued	3,187,500
Common shares, shares outstanding	3,187,500
Temporary equity, shares issued	12,500,000
Ordinary shares, shares subject to possible redemption	12,500,000
Temporary Equity, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Temporary Equity, Redemption Price Per Share \| $ / shares	10.00
Class B Common Stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	110,000,000
Common shares, shares outstanding	3,187,500

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
OPERATING EXPENSES
General and administrative	$ 104,249	$ 120,121
Total operating expenses	(104,249)	(120,121)
NET LOSS	$ (104,249)	$ (120,121)
Redeemable Ordinary Shares
OPERATING EXPENSES
Basic weighted average shares outstanding of ordinary shares	3,983,516	1,388,889
Diluted weighted average shares outstanding of ordinary shares	3,983,516	1,388,889
Basic and net income per share	$ (0.01)	$ (0.03)
Diluted net income per share	$ (0.01)	$ (0.03)
Non-redeemable Ordinary Shares
OPERATING EXPENSES
Basic weighted average shares outstanding of ordinary shares	3,170,467	3,165,278
Diluted weighted average shares outstanding of ordinary shares	3,170,467	3,165,278
Basic and net income per share	$ (0.01)	$ (0.03)
Diluted net income per share	$ (0.01)	$ (0.03)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Ordinary Shares	Additional Paid-in Capital	Accumulated deficit	Total
Balance at the beginning at Jan. 11, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 316	24,684		25,000
Issuance of Ordinary shares to Sponsor (in shares)	3,162,500
Sale of private placement warrants		4,238,636		4,238,636
Issuance of representative shares	$ 6	460,119		460,125
Issuance of representative shares (in Shares)	62,500
Accretion to Redeemable Ordinary shares to redemption value		(4,723,443)	(2,891,800)	(7,615,243)
Net loss			(120,121)	(120,121)
Forfeiture of founder shares	$ (4)	4
Forfeiture of founder shares (in Shares)	(37,500)
Balance at the end at Sep. 30, 2021	$ 318		(3,011,921)	(3,011,603)
Balance at the end (in shares) at Sep. 30, 2021	3,187,500
Balance at the beginning at Jun. 30, 2021	$ 316	24,684	(15,872)	9,128
Balance at the beginning (in shares) at Jun. 30, 2021	3,162,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of private placement warrants		4,238,636		4,238,636
Issuance of representative shares	$ 6	460,119		460,125
Issuance of representative shares (in Shares)	62,500
Accretion to Redeemable Ordinary shares to redemption value		(4,723,443)	(2,891,800)	(7,615,243)
Net loss			(104,249)	(104,249)
Forfeiture of founder shares	$ (4)	$ 4
Forfeiture of founder shares (in Shares)	(37,500)
Balance at the end at Sep. 30, 2021	$ 318		$ (3,011,921)	$ (3,011,603)
Balance at the end (in shares) at Sep. 30, 2021	3,187,500

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)	Sep. 30, 2021 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (120,121)
Changes in operating assets and liabilities:
Due from related party	(68,591)
Prepaid expenses and other assets-current and non current	(551,042)
Accounts payable	111,054
Net cash flows used in operating activities	(628,700)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account	(125,000,000)
Net cash flows used in investing activities	(125,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of private placement warrants	4,238,636
Sale of Units, net of underwriting discounts paid of $2,187,500	122,812,500
Proceeds from issuance of ordinary shares to Sponsor	25,000
Payment of offering costs	(592,618)
Proceeds from note payable - related party	132,296
Repayment of note payable - related party	(89,296)
Net cash flows provided by financing activities	126,526,518
NET INCREASE (DECREASE) IN CASH	897,818
CASH, BEGINNING OF PERIOD	0
CASH, END OF PERIOD	897,818
Supplemental disclosure of noncash activities:
Initial classification of Ordinary shares subject to redemption	125,000,000
Deferred underwriting fee payable	$ 4,375,000

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) (Parenthetical)	9 Months Ended
	Sep. 30, 2021 USD ($)
CONDENSED STATEMENT OF CASH FLOWS UNAUDITED
Underwriting discounts paid	$ 2,187,500

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Description of Organization and Business Operations

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

CHW Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “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 from January 12, 2021 (inception) through September 30, 2021 relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the Initial Public Offering of 11,000,000 units (the “Units”) with respect to the Ordinary shares (the “Ordinary Shares”) included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 5.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and will forfeit the remaining balance on September 1, 2021. On September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units, at $10.00 per Unit, and the sale of an additional 238,686 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636.

Offering costs for the Initial Public Offering and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 4 and Note 7) and $592,618 of other costs. As described in Note 7, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by October 20, 2022, subject to the terms of the underwriting agreement.

Following the closing of the Initial Public Offering on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the 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 Warrants, 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, 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.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its 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 a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or share exchange rule. If a shareholder vote is not required by applicable law or share exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or share exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving 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 transaction.

Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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% or more of the Ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by November 1, 2022, 15 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, 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 us to pay the Company’s 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 Shareholders’ rights as shareholders (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 shareholders and the Company’s 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 Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars 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.

The Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the Company has access to funds from the closing of Initial Public Offering that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of a Business Combination and one year from the date of the issuance of these financial statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X 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 and recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year.

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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 September 30, 2021.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”. Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable Ordinary shares (including Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary shares are classified as shareholders’ equity. The Company’s Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 12,500,000 shares of Ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet.

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

At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Fair value of Public Warrants at issuance		(16,548,464)
Redeemable shares issuance costs		(6,187,584)
Plus:
Accretion of carrying value to redemption value		22,736,048
Class A ordinary shares subject to possible redemption	$	125,000,000

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders

could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 9, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.

Net Income (Loss) Per Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 15,625,000 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At September 30, 2021, no warrants have been exercised. The 15,625,000 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. Specifically, the warrants have traded below $16.50 per shares since they were issued through September 30, 2021. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:


						For the period January 12,
	For the three months ended					2021 (inception) through
	September 30,					September 30,
	2021					2021
Basic and diluted net income per share:
Numerator:
Allocation of net income, including accretion of temporary equity	$	(58,048)	$	(46,201)	$	(36,633)	$	(83,488)

Denominator:
Weighted average shares outstanding		3,983,516		3,170,467		1,388,889		3,165,278

Basic and dilution net income per share	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.03)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. Deferred tax assets and liabilities were deemed to be de minimis as of September 30, 2021.

FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits

as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

Recent Accounting Pronouncements

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 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 for fiscal years beginning after December 15, 2021, and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statement.

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

Restatement of Prior Period Financial Statements

9 Months Ended

Sep. 30, 2021

Restatement of Prior Period Financial Statements

Restatement of Prior Period Financial Statements

Note 2 — Restatement of Prior Period Financial Statements

In further consideration of the guidance in ASC 480-10-S99 - Distinguishing Liabilities from. Equity, the Company concluded that amounts previously accounted for as permanent equity should have been treated as temporary equity on the Company’s balance sheet. Specifically, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. As the Company’s Class A ordinary shares have a feature whereby the shareholder can redeem the shares which is not in control of the Company, it was concluded that these Class A ordinary shares are subject to ASC 480-10-S99.

The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate certain items on the Company’s previously issued balance sheet dated as of July 20, 2020, the date that the Initial Public Offering closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on July 26, 2021. The restated classification and reported values of ordinary shares subject to redemption as accounted for under ASC 480-10-S99 are included in the financial statements herein.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:


	As Reported		Adjustment		As Restated
Balance Sheet
Ordinary shares subject to redemption	$	117,092,620	$	7,907,380	$	125,000,000
Ordinary shares, $0.0001 par value		397		(85)		312
Additional paid-in-capital		5,015,501		(5,015,501)		—
Retained earnings		(15,897)		(2,891,794)		(2,907,691)
Total liabilities and shareholders’ equity	$	122,092,621	$	—	$	122,092,621

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering.

Initial Public Offering

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 11,000,000 units at a price of $10.00 per Unit for aggregate purchase price of $110,000,000. Each Unit consists of one Ordinary shares (such shares of Ordinary shares included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 8).

Thirteen qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased units in the Initial Public Offering at varying amounts not exceeding 9.9% of the units subject to the Initial Public Offering. Upon each anchor investor purchasing the full amount of Units it had expressed an interest in, the anchor investors collectively own approximately 11% of the outstanding shares following the Initial Public Offering, which includes the Founder Shares purchased by the anchor investors, and the Sponsor owns approximately 19% of the outstanding shares following the Initial Public Offering (see Note 6).

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and will forfeit the remaining balance on September 1, 2021. On September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit for an aggregate purchase price of $15,000,000.

Private Placement

9 Months Ended

Sep. 30, 2021

Private Placement.

Private Placement

Note 5 — Private Placement

Concurrently with the closing of the Initial Public Offering, the Sponsor and underwriter purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $4,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Placement Warrants at the Initial Public Offering are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and will forfeit the remaining balance on September 1, 2021. On September 1, 2021, the Company consummated the sale of an additional 238,686 Private Placement Warrants, at $1.00 per Private Placement Warrant for an aggregate purchase price of $238,686.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

On January 18, 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 2,875,000 ordinary shares (the “Founder Shares”). On August 30, 2021, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 412,500 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment 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 Initial Public Offering.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Ordinary shares equals or exceeds $12.50 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Ordinary shares for cash, securities or other property.

In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering the Sponsor sold 60,000 Founder Shares (or 30,000 Founder Shares, as applicable) to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price; provided, however, that in the event that an anchor investor sells any of Units or Ordinary Shares purchased in the Initial Public Offering within 30 days following the closing of the Initial Public Offering, the number of Founder Shares transferred to such anchor investor would be reduced to 50,000 Founder Shares (or 25,000 Founder Shares, as applicable). The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the Anchor Investors to be $5,515,500, or $7.362 per share. The excess of the fair value of the Founder Shares over the purchase price of $6,750 was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB)Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs.

Promissory Note — Related Party

On January 18, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of September 30, 2021, there was $43,000 outstanding under the Promissory Note. The Promissory Note will be repaid from the funds deposited into the operating account.

Related Party Loans

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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Due from related party

As of September 30, 2021, the Sponsor held $68,591 from the closing of the Initial Public Offering that will be deposited as soon as practical from the Company’s operating account.

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. As of September 30, 2021, $10,000 has been paid under this arrangement.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies.

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Ordinary shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the Initial Public Offering (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the Initial Public Offering ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Representative Shares

In September 2021, the Company issued to the designees of the underwriter 62,500 ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 6). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged

or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their officers or partners, associated persons or affiliates.

Shareholders' Equity

9 Months Ended

Sep. 30, 2021

Shareholders' Equity

Shareholders' Equity

Note 8 - Shareholders’ Equity

Preference Shares—The Company is authorized to issue 1,000,000 preference shares 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 September 30, 2021, there were no preference shares issued or outstanding.

Ordinary shares - The Company is authorized to issue 110,000,000 shares of Class B Ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, there were 3,187,500 shares of Ordinary shares outstanding (excluding 12,500,000 shares subject to redemption) and after giving affect to the forfeiture of 37,500 Ordinary shares since the underwriters’ did not exercise of the over-allotment option.

- Definition

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

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

Warrants

9 Months Ended

Sep. 30, 2021

Warrants.

Warrants

Note 9 - Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

●

if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Measurements.

Fair Value Measurements

Note 10 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2021, assets held in the Trust Account were comprised of $125,000,000 in U.S. Treasury Securities mutual funds.

The following table presents information about the Company’s 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.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investments held in Trust Account

125,000,000

—

- Definition

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

9 Months Ended

Sep. 30, 2021

Subsequent Events

Subsequent Events

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures of the unaudited condensed financial statements.

Summary of Significant Accounting (Policies)

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Fair value of Public Warrants at issuance		(16,548,464)
Redeemable shares issuance costs		(6,187,584)
Plus:
Accretion of carrying value to redemption value		22,736,048
Class A ordinary shares subject to possible redemption	$	125,000,000

Warrant Instruments

Warrant Instruments

Concentration of Credit Risk

Concentration of Credit Risk

Financial Instruments

Financial Instruments

Net Income (Loss) Per Share

Net Income (Loss) Per Share


						For the period January 12,
	For the three months ended					2021 (inception) through
	September 30,					September 30,
	2021					2021
Basic and diluted net income per share:
Numerator:
Allocation of net income, including accretion of temporary equity	$	(58,048)	$	(46,201)	$	(36,633)	$	(83,488)

Denominator:
Weighted average shares outstanding		3,983,516		3,170,467		1,388,889		3,165,278

Basic and dilution net income per share	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.03)

Income Taxes

Income Taxes

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

Restatement of Prior Period Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Restatement of Prior Period Financial Statements

Effect of the restatement to the Post-IPO Balance Sheet


	As Reported		Adjustment		As Restated
Balance Sheet
Ordinary shares subject to redemption	$	117,092,620	$	7,907,380	$	125,000,000
Ordinary shares, $0.0001 par value		397		(85)		312
Additional paid-in-capital		5,015,501		(5,015,501)		—
Retained earnings		(15,897)		(2,891,794)		(2,907,691)
Total liabilities and shareholders’ equity	$	122,092,621	$	—	$	122,092,621

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Reconciliation of Class A ordinary shares reflected in the condensed balance sheet

At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Fair value of Public Warrants at issuance		(16,548,464)
Redeemable shares issuance costs		(6,187,584)
Plus:
Accretion of carrying value to redemption value		22,736,048
Class A ordinary shares subject to possible redemption	$	125,000,000

Reconciliation of Net Loss per Common Share


						For the period January 12,
	For the three months ended					2021 (inception) through
	September 30,					September 30,
	2021					2021
Basic and diluted net income per share:
Numerator:
Allocation of net income, including accretion of temporary equity	$	(58,048)	$	(46,201)	$	(36,633)	$	(83,488)

Denominator:
Weighted average shares outstanding		3,983,516		3,170,467		1,388,889		3,165,278

Basic and dilution net income per share	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.03)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Measurements.

Schedule of Company's assets that are measured at fair value on a recurring basis

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investments held in Trust Account

125,000,000

—

Schedule of company's assets that are measured at fair value on a recurring basis

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investments held in Trust Account

125,000,000

—

Description of Organization and Business Operations (Details)		9 Months Ended
	Sep. 01, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) item $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares		$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Sale of Private Placement Warrants (in shares) \| shares	15,625,000
Proceeds from sale of private placement warrants			$ 4,238,636
Deferred underwriting fee payable		$ 4,375,000	4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000
Cash held outside the Trust Account		897,818	897,818	897,818	$ 897,818	$ 897,818	897,818
Proceeds from Related Party Debt			132,296
Condition for future business combination number of businesses minimum					1	1
Payments for investment of cash in Trust Account			125,000,000
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold Percentage Ownership					50
Condition for future business combination threshold Net Tangible Assets		$ 5,000,001	5,000,001	$ 5,000,001	$ 5,000,001	$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent					15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Months to complete acquisition \| item						15
Maximum Allowed Dissolution Expenses			$ 100,000
Threshold business days for redemption of public shares		10 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares	11,000,000			11,000,000
Purchase price, per unit \| $ / shares	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 110,000,000		$ 110,000,000				$ 110,000,000
Transaction Costs	13,130,743
Underwriting fees	2,187,500
Deferred underwriting fee payable	4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000
Other offering costs	592,618
Fair value of shares issued to the anchor investors and representative shares	5,975,625
Contingent deferred underwriting fees payable	4,375,000
Payments for investment of cash in Trust Account	$ 125,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	4,000,000
Price of warrant \| $ / shares	$ 1.00
Proceeds from sale of private placement warrants	$ 4,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		4,000,000	4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares		$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from sale of private placement warrants			$ 4,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares	1,500,000			1,650,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 15,000,000
Proceeds from Issuance of Private Placement	$ 15,238,636
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	238,686
Price of warrant \| $ / shares	$ 1.00
Proceeds from sale of private placement warrants	$ 238,686

Restatement of Prior Period Financial Statements (Details)	Sep. 30, 2021 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	$ 125,000,000
Ordinary shares, $0.0001 par value	318
Retained earnings	(3,011,921)
Total liabilities and shareholders' equity	126,517,451
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	117,092,620
Ordinary shares, $0.0001 par value	397
Additional paid-in capital	5,015,501
Retained earnings	(15,897)
Total liabilities and shareholders' equity	122,092,621
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	7,907,380
Ordinary shares, $0.0001 par value	(85)
Additional paid-in capital	(5,015,501)
Retained earnings	(2,891,794)
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	125,000,000
Ordinary shares, $0.0001 par value	312
Retained earnings	(2,907,691)
Total liabilities and shareholders' equity	$ 122,092,621

- Definition

Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.

+ References + Details

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

- Definition

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

+ References + Details

Restatement of Prior Period Financial Statements - Additional Information (Details)	Sep. 30, 2021 $ / shares
Restatement of Prior Period Financial Statements
Common Stock, Par or Stated Value Per Share	$ 0.0001

Summary of Significant Accounting Policies (Details)	3 Months Ended	9 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) item $ / shares shares	Sep. 01, 2021 $ / shares shares
Cash equivalents \| $	$ 0	$ 0
Ordinary shares, shares subject to possible redemption	12,500,000	12,500,000
Sale of Private Placement Warrants (in shares)			15,625,000
Exercise price of warrants \| $ / shares	$ 16.50	$ 16.50	$ 11.50
Number of classes of shares \| item		2
Number of warrants exercised		0
Antidilutive securities excluded from computation of earnings per share		15,625,000
Unrecognized tax benefits \| $	$ 0	$ 0
Private Placement Warrants \| Over-allotment option
Sale of Private Placement Warrants (in shares)			238,686
Public Warrants \| Initial Public Offering
Exercise price of warrants \| $ / shares	$ 11.50	$ 11.50
Redeemable Ordinary Shares
Net Income allocable to shares subject to redemption \| $	$ (58,048)	$ (36,633)

Summary of Significant Accounting Policies - Reconciliation of Class A Ordinary Shares (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Summary of Significant Accounting Policies
Gross proceeds	$ 125,000,000
Less: Fair value of Public Warrants at issuance	(16,548,464)
Less: Redeemable shares issuance costs	(6,187,584)
Accretion of carrying value to redemption value	22,736,048
Class A ordinary shares subject to possible redemption	$ 125,000,000

- Definition

+ References + Details

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Redeemable Ordinary Shares
Allocation of income including accretion of temporary equity	$ (58,048)	$ (36,633)
Basic weighted average shares outstanding of ordinary shares	3,983,516	1,388,889
Diluted weighted average shares outstanding of ordinary shares	3,983,516	1,388,889
Basic and net income per share	$ (0.01)	$ (0.03)
Diluted net loss per common share	$ (0.01)	$ (0.03)
Non-redeemable Ordinary Shares
Allocation of income including accretion of temporary equity	$ (46,201)	$ (83,488)
Basic weighted average shares outstanding of ordinary shares	3,170,467	3,165,278
Diluted weighted average shares outstanding of ordinary shares	3,170,467	3,165,278
Basic and net income per share	$ (0.01)	$ (0.03)
Diluted net loss per common share	$ (0.01)	$ (0.03)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Initial Public Offering (Details)		9 Months Ended
Initial Public Offering (Details)	Sep. 01, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) item $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares		$ 10.00	$ 10.00
Exercise price of warrants \| $ / shares	$ 11.50	$ 16.50	16.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	11,000,000	11,000,000
Purchase price, per unit \| $ / shares	$ 10.00	$ 10.00	$ 10.00
Proceeds from issuance initial public offering \| $	$ 110,000,000	$ 110,000,000	$ 110,000,000
Number of shares in a unit \| shares		1
Number of anchor investors \| item		13
Threshold percentage of units purchased by each investor in initial public offering		9.90%
Initial Public Offering \| Anchor Investor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering		11.00%
Initial Public Offering \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering		19.00%
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit \| shares		1
Number of shares issuable per warrant \| shares		1	1
Exercise price of warrants \| $ / shares		$ 11.50	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	1,500,000	1,650,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering \| $	$ 15,000,000

Private Placement (Details) - USD ($)		9 Months Ended
Private Placement (Details) - USD ($)	Sep. 01, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	15,625,000
Aggregate purchase price		$ 4,238,636
Exercise price of warrant	$ 11.50	$ 16.50
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	238,686
Price of warrants	$ 1.00
Aggregate purchase price	$ 238,686
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,000,000
Price of warrants	$ 1.00
Aggregate purchase price	$ 4,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		4,000,000
Price of warrants		$ 1.00
Aggregate purchase price		$ 4,000,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

Related Party Transactions - Founder Shares (Details)				9 Months Ended
Related Party Transactions - Founder Shares (Details)	Sep. 01, 2021 USD ($) shares	Aug. 30, 2021 shares	Jan. 18, 2021 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000
Common shares, shares outstanding				3,187,500	3,187,500
Shares forfeited				37,500
Due from related party \| $				$ 68,591	$ 68,591
Sponsor shares are sold in proposed public offering at their original purchase price
Related Party Transaction [Line Items]
Maximum percentage of allocated units acquired by each investor				100.00%
Number of founder shares sold to each anchor investors				60,000
Alternative number of founder shares sold to each anchor investors as applicable				30,000
Aggregate number of founder shares sold to anchor investors				750,000
Threshold period in which anchor investors sells units or shares purchased in proposed public offering				30 days
Anchor investors sold shares purchased in proposed public offering
Related Party Transaction [Line Items]
Number of founder shares sold to each anchor investors				50,000
Alternative number of founder shares sold to each anchor investors as applicable				25,000
Aggregate fair value of founder shares attributable to anchor investors \| $				$ 5,515,500	$ 5,515,500
Fair value per share of founder shares attributable to anchor investors \| $ / shares				$ 7.362	$ 7.362
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares outstanding				3,187,500	3,187,500
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion				6 months
Due from related party \| $				$ 68,591	$ 68,591
Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 6,750
Stock split ratio		1.1
Common shares, shares outstanding		3,162,500
Threshold number of founder shares subject to forfeiture		412,500
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000
Number of shares issued			2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Shares forfeited	37,500
Value of shares forfeited \| $	$ 0
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12.50
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

Related Party Transactions - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jan. 18, 2021
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 89,296
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Outstanding balance of related party note	43,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Expenses incurred and paid	10,000
Related Party Loans
Related Party Transaction [Line Items]
Outstanding borrowings under the Working Capital Loans	0
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.00

Commitments and Contingencies (Details) - USD ($)		1 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 01, 2021	Sep. 30, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Share Price		$ 9.50	$ 9.50
Deferred underwriting fee payable		$ 4,375,000	$ 4,375,000
Underwriting cash discount per unit			$ 0.175
Underwriter cash discount			$ 2,187,500
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000		1,650,000
Share Price	$ 10.00
Deferred Fee Per Unit		$ 0.35	$ 0.35
Number of shares issued		62,500
Fair value per share of founder shares attributable to anchor investors		$ 7.362	$ 7.362
Aggregate fair value of founder shares attributable to anchor investors		$ 460,125	$ 460,125
Lock up period of representative shares		180 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,000,000		11,000,000
Deferred underwriting fee payable	$ 4,375,000	$ 4,375,000	$ 4,375,000

Shareholders' Equity - Preferred Stock Shares (Details)	Sep. 30, 2021 $ / shares shares
Shareholders' Equity
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) \| $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Shareholders' Equity - Common Stock Shares (Details)	9 Months Ended
Shareholders' Equity - Common Stock Shares (Details)	Sep. 30, 2021 $ / shares shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	110,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, shares outstanding (in shares)	3,187,500
Ordinary shares, shares subject to possible redemption	12,500,000
Shares forfeited	37,500
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	110,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, shares outstanding (in shares)	3,187,500

Warrants (Details)	9 Months Ended
Warrants (Details)	Sep. 30, 2021 D $ / shares shares
Threshold period for filling registration statement after business combination	15 days
Threshold period for filling registration statement within number of days of business combination	60 days
Stock price trigger for redemption of public warrants	$ 16.50
Threshold trading days for redemption of public warrants	20 days
Number of trading days over which the reported sale price is measured when determining the redemption price \| D	30
Share Price	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Percentage of adjustment of redemption price of stock based on market value.	165.00%
Public Warrants
Number of fractional shares that will be issued upon exercise of warrants \| shares	0
Warrants exercisable term from the closing of the public offering	12 months
Warrants exercisable term from the completion of business combination	5 years
Warrants exercisable for cash \| shares	0
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption Period	30 days
Private Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

Fair Value Measurements (Details)	Sep. 30, 2021 USD ($)
Assets:
Marketable securities held in Trust Account	$ 125,000,000
Level 1 \| U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	125,000,000
Level 1 \| Investments held in Trust Account
Assets:
Marketable securities held in Trust Account	$ 125,000,000