0001493152-21-025691 | 10-Q | XBRL Viewer | Aesther Healthcare Acquisition Corp

Cover - shares	3 Months Ended
Cover - shares	Sep. 30, 2021	Oct. 15, 2021
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40793
Entity Registrant Name	Aesther Healthcare Acquisition Corp.
Entity Central Index Key	0001869974
Entity Tax Identification Number	87-1309280
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	515 Madison Avenue
Entity Address, Address Line Two	Suite 8078
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	908-2658
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units Each Consisting Of One Share [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one half of one redeemable Warrant
Trading Symbol	AEHAU
Security Exchange Name	NASDAQ
Class A common stock, par value [Member]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	AEHA
Security Exchange Name	NASDAQ
Warrants, Each Exercisable for One [Member]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	AEHAW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		100,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Consolidated Balance Sheets

Sep. 30, 2021

USD ($)

Assets:

Cash

$ 1,162,203

Prepaid expenses

670,884

Total current assets

1,833,087

Deferred acquisition costs

3,986

Cash and marketable securities held in Trust Account

107,100,173

Total Assets

108,937,246

Liabilities and Stockholders’ Equity

Accounts payable

4,865

Accrued expenses

5,000

Total current liabilities

9,865

Deferred underwriting commissions

3,150,000

Total Liabilities

3,159,865

Commitments and Contingencies

Class A common stock; 10,500,000 shares subject to possible redemption at $10.20 per share

107,100,000

Stockholders’ Equity

Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding

Additional paid-in-capital

(1,280,290)

Accumulated deficit

(42,627)

Total Stockholders’ Equity

(1,322,619)

Total Liabilities and Stockholders’ Equity

108,937,246

Common Class A [Member]

Stockholders’ Equity

Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 shares issued and outstanding

Common Class B [Member]

Stockholders’ Equity

Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 shares issued and outstanding

$ 288

^[1]

[1]	Includes up to 250,000 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 (see Note 7 – Stockholders’ Equity).

Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2021 $ / shares shares
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,250,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Class A [Member]
Temporary Equity, Shares Outstanding	10,500,000
Common Stock,Per Shares Possible Redemption \| $ / shares	$ 10.20
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	125,000,000
Common Stock, Shares, Issued	100,000
Common Stock, Shares, Outstanding	100,000
Common Class B [Member]
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	12,500,000
Common Stock, Shares, Issued	2,875,000
Common Stock, Shares, Outstanding	2,875,000
Common stock, shares subject to forfeiture	250,000

Consolidated Statements of Operations - USD ($)

3 Months Ended

Sep. 30, 2021

Income Statement [Abstract]

Formation and operating costs

$ (42,800)

$ (42,718)

Total operating loss

(42,800)

(42,718)

Other Income (Expense)

Interest income from Trust Account

173

Net Loss

$ (42,627)

$ (42,545)

Basic and diluted weighted average shares outstanding, non-redeemable common stock

^[1]

2,637,381

2,639,130

Basic and diluted net loss per share

$ (0.02)

[1]	Excludes 250,000 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 as of September 30, 2021.

- 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

Consolidated Statements of Stockholders' Equity - USD ($)

Common Stock [Member]

Common Class A [Member]

Common Stock [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Beginning balance, value at Jun. 16, 2021

Beginning Balance, Shares at Jun. 16, 2021

^[1]

Class B common stock issued to Sponsor

$ 288

24,712

25,000

Class B common stock issued to Sponsor, Shares

^[1]

2,875,000

Net loss

(82)

Ending balance, value at Jun. 30, 2021

$ 288

24,712

(82)

24,918

Ending Balance, Shares at Jun. 30, 2021

2,875,000

^[1]

Beginning balance, value at Jun. 16, 2021

Beginning Balance, Shares at Jun. 16, 2021

^[1]

Net loss

(42,627)

Ending balance, value at Sep. 30, 2021

$ 10

$ 288

(1,280,290)

(42,627)

(1,322,619)

Ending Balance, Shares at Sep. 30, 2021

100,000

2,875,000

^[1]

Beginning balance, value at Jun. 30, 2021

$ 288

24,712

(82)

24,918

Beginning Balance, Shares at Jun. 30, 2021

2,875,000

^[1]

Sale of Units through initial public offering

$ 1,050

104,998,950

105,000,000

Sale of Units through initial public offering, Shares

10,500,000

Issuance of representative shares

$ 10

(10)

Issuance of representative shares, Shares

100,000

Issuance of Private Placement Warrants

5,411,000

Transaction and Underwriting costs

(6,715,992)

Class A common stock subject to possible redemption

$ (1,050)

(104,998,950)

(105,000,000)

Class A common stock subject to possible redemption, Shares

(10,500,000)

Net loss

(42,545)

Ending balance, value at Sep. 30, 2021

$ 10

$ 288

$ (1,280,290)

$ (42,627)

$ (1,322,619)

Ending Balance, Shares at Sep. 30, 2021

100,000

2,875,000

^[1]

[1]

Includes up to 375,000 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, of which 250,000 shares of Class B common stock remained subject to forfeiture as of September 30, 2021 (see Note 7 – Stockholders’ Equity).

Consolidated Statements of Cash Flows - USD ($)		3 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (82)	$ (42,627)	$ (42,545)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from Trust Account		(173)	(173)
Changes in current assets and liabilities:
Prepaid Expenses		(670,884)
Deferred acquisition costs		(3,986)
Accounts Payable		4,865
Accrued Expenses		5,000
Net cash used in operating activities		(707,805)
Cash flows from investing activities:
Investment of cash in trust account		(107,100,000)
Net cash used in investing activities		(107,100,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discount		103,687,963
Proceeds from private placement warrants		5,411,000
Proceeds from issuance of founder shares		25,000
Proceeds from issuance of promissory note to related party		190,101
Payment of deferred offering costs		(153,955)
Payment of promissory note to related party		(190,101)
Net cash provided by financing activities		108,970,008
Net change in cash		1,162,203
Cash, beginning of the period
Cash, end of the period		1,162,203	$ 1,162,203
Supplemental disclosure of cash flow information:
Deferred underwriting commissions payable charged to additional paid-in-capital		3,150,000
Initial Value of Class A common stock subject to possible redemption		$ 105,000,000

Organization and Business Operations

3 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

Note 1— Organization and Business Operations

Aesther Healthcare Acquisition Corp. (the “Company”) is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from June 17, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). 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 September 14, 2021. On September 17, 2021, the Company consummated the Initial Public Offering of 10,500,000 units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $105,000,000, which is described in Note 3 – Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,411,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to Aesther Healthcare Sponsor, LLC (the “Sponsor”), generating gross proceeds of $5,411,000, which is described in Note 4 – Private Placement.

Transaction costs amounted to $4,615,992, consisting of $1,050,000 of underwriting fees, $3,150,000 of deferred underwriting fees and $415,992 of other offering costs. In addition, at September 30, 2021, cash of $1,162,203 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on September 17, 2021, an amount of $107,100,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any 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. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company will be required to seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules in conjunction with a stockholder meeting instead of pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Class A common stock are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Company’s Sponsor, officers, directors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5 – Related Party Transactions) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company is unable to conduct redemptions pursuant to the proxy solicitation rules) or a vote to amend the provisions of the Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and our officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering or September 17, 2022, subject to the right to extend the period of time to consummate the Business Combination two times, by an additional three months each time (for a total of up to 18 months)(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, 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 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission 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 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 price per Unit $10.20.

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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As indicated in the accompanying financial statements, at September 30, 2021, we had $1,162,203 of cash and a working capital surplus of $1,823,222. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure you that our plans to raise capital or to consummate the Business Combination will be successful.

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through a capital contribution from our Sponsor of $25,000 for the founder shares and up to $300,000 in loans available from our Sponsor under an unsecured promissory note (of which approximately $190,000 had been borrowed and repaid as of September 17, 2021 and $0 was outstanding as of September 30, 2021). The net proceeds from (i) the sale of the units in the Initial Public Offering, after deducting transaction costs of $4,615,992, consisting of $1,050,000 of underwriting fees, $3,150,000 of deferred underwriting fees and $415,992 of other offering costs (excluding deferred underwriting commissions of $3,150,000 (or up to $3,450,000 if the underwriters’ over-allotment option is exercised in full)), and (ii) the sale of the placement warrants for a purchase price of $5,411,000 (or $5,711,000 if the underwriters’ over-allotment option is exercised in full), which was $105,797,045. Of this amount, $107,100,000 (or up to $117,300,000 if the underwriters’ over-allotment option is exercised in full) are held in the trust account, which includes $3,150,000 (or $3,450,000 if the underwriters’ over-allotment option is exercised in full) of deferred underwriting commissions. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining $2,001,000 ($1,162,203 as of September 30, 2021, after the repayment of amounts owed to the Sponsor and certain operating expenses) will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,261,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,261,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions), to complete the Business Combination. We may withdraw interest to pay taxes. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of the Initial Public Offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the Initial Public Offering held outside of the trust account or from interest earned on the funds held in our trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Prior to the completion of the Business Combination, we will have available to us the approximately $1,800,000 of proceeds held outside the trust account (when including prepaid expenses and interest). We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The warrants would be identical to the placement warrants. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $500,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal and accounting fees related to regulatory reporting requirements; $56,500 for Nasdaq Fees; $650,000 for Directors & Officers Insurance; $180,000 for office space, utilities and secretarial and administrative support; and approximately $163,500 for working capital that will be used for miscellaneous expenses and reserves.

These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the Initial Public Offering and the sale of the placement warrants, and may as a result be required to seek additional financing to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of September 30, 2021, the Company has sufficient cash to meet its obligations as they become due within one year after the date that the financial statement is issued.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

3 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2— Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial installments 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 limit of $250,000. As of 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 accounts.

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 cash equivalents as of September 30, 2021.

Cash Held in Trust Account

As of September 30, 2021, the Company had $107,100,173 in cash held in the Trust Account.

Class A Common Stock Subject to Possible Redemption

All of the 10,500,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including Class A common stock that feature 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Accordingly, as of September 30, 2021, 10,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Fair Value of 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 balance sheet, primarily due to its short-term nature.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $4,615,992 and was charged to stockholders’ equity upon the completion of the Initial Public Offering.

Net Loss Per Share of Common Stock

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Common Stock.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. An aggregate of 10,500,000 shares of Class A common stock subject to possible redemption at September 30, 2021 have been excluded from the calculation of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including warrants sold in connection with the partial sale of units in connection with the over-allotment option) and Private Placement to purchase an aggregate of 5,411,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive.

The Company’s unaudited statements of operations includes a presentation of income (loss) per share of Common Stock for Redeemable Class A common stock in a manner similar to the two-class method of income (loss) per share of Common Stock. Net income per share of Common Stock, basic and diluted, for Redeemable Class A common stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance.

Net loss per share of Common Stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to redeemable Class A common stock, by the weighted average number of non-redeemable Common Stock outstanding for the period.

Non-redeemable Class A and Class B common stock includes founder shares (see Note 5 – Related Party Transactions) and non-redeemable shares of Common Stock as these shares do not have any redemption features. Non-redeemable Class A and Class B common stock participates in the income or loss on marketable securities based on non-redeemable shares of Common Stock’s proportionate interest.

The basic and diluted loss per common share is calculated as follows:

	Three Months Ended September 30, 2021			For the Period from June 17, 2021 through September 30, 2021
Non-Redeemable Class A and Class B Common Stock
Numerator: Net Loss Minus Net Earnings
Net loss	$	(42,545	)	$	(42,627	)
Less: Income allocable to common stock subject to possible redemption		-			-
Non-Redeemable net loss	$	(42,545	)	$	(42,627	)
Weighted average shares outstanding, basic and diluted ⁽¹⁾		2,639,130			2,637,381
Basic and diluted net income per common share	$	(0.02	)	$	(0.02	)

(1)	Excludes 250,000 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 as of September 30, 2021.

Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

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

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial for the period from June 17, 2021 (inception) through September 30, 2021.

Recent Accounting Standards

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

Stockholders’ Equity

3 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders’ Equity

Note 7— Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1,250,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

The Company is authorized to issue 125,000,000 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 September 30, 2021, there were 100,000 shares of Class A common stock issued or outstanding. The underwriter was issued 100,000 shares of common stock which are referenced as the “representative’s shares” as underwriting compensation in connection with the Initial Public Offering.

An aggregate of 10,500,000 shares of Class A common stock were issued as part of the units offering and are subject to possible redemption.

Class B Common Stock

The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each common stock. At September 30, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding, of which 250,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full so that the founder shares will represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any public shares in the Initial Public Offering).

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to the Lock-up.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the 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 as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the representative’s shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company).

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 the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Warrants

Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 its affiliates, 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00

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

	●	in whole and not in part:
	●	At a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and
	●	if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, 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 on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, are or will be identical to the warrants underlying the Units being offered in the Initial Public Offering and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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+ Details

Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash Held in Trust Account

Cash Held in Trust Account

As of September 30, 2021, the Company had $107,100,173 in cash held in the Trust Account.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Net Loss Per Share of Common Stock

Net Loss Per Share of Common Stock

The basic and diluted loss per common share is calculated as follows:

	Three Months Ended September 30, 2021			For the Period from June 17, 2021 through September 30, 2021
Non-Redeemable Class A and Class B Common Stock
Numerator: Net Loss Minus Net Earnings
Net loss	$	(42,545	)	$	(42,627	)
Less: Income allocable to common stock subject to possible redemption		-			-
Non-Redeemable net loss	$	(42,545	)	$	(42,627	)
Weighted average shares outstanding, basic and diluted ⁽¹⁾		2,639,130			2,637,381
Basic and diluted net income per common share	$	(0.02	)	$	(0.02	)

(1)	Excludes 250,000 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 as of September 30, 2021.

Income Taxes

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

The provision for income taxes was deemed to be immaterial for the period from June 17, 2021 (inception) through September 30, 2021.

Recent Accounting Standards

Recent Accounting Standards

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

Organization and Business Operations (Details Narrative) - USD ($)		3 Months Ended
	Sep. 17, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 17, 2021	Sep. 16, 2021
Defined Benefit Plan Disclosure [Line Items]
Share price		$ 10.20	$ 10.20
Proceeds from Issuance of Private Placement		$ 5,411,000
Deferred underwriting fees		3,150,000	$ 3,150,000
Other offering costs	$ 413,955
Cash held outside of Trust Account		1,800,000	1,800,000
Net proceeds from offering		103,687,963
Minimum net tangible asset upon consummation of business combination		5,000,001	5,000,001
Interest on dissolution expenses		100,000
Cash		1,162,203	1,162,203
Working capital surplus		1,823,222	1,823,222
Stock Issued During Period, Value, New Issues			105,000,000
Unsecured Debt		0	0
Proceeds from Issuance or Sale of Equity		2,001,000
Annual franchise tax obligations		200,000	$ 200,000
Loans convertible into warrants		$ 1,500,000
Price per unit		$ 1.00	$ 1.00
Founder Shares [Member] \| Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Value, New Issues					$ 25,000
Repayments of Unsecured Debt				$ 190,000
Founder Shares [Member] \| Sponsor [Member] \| Unsecured Debt [Member]
Defined Benefit Plan Disclosure [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 300,000	$ 300,000
Securities Financing Transaction Other Offering Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Other offering costs	$ 415,992
IPO [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	10,500,000
Share price	$ 10.00	$ 10.20	$ 10.20	$ 10.00
[custom:GrossProceedsFromIssuanceOrSaleOfEquity]	$ 105,000,000
Offering cost	4,613,955
Underwriting fees	1,050,000		$ 1,050,000
Deferred underwriting fees	3,150,000			$ 3,150,000
Other offering costs	415,992
Cash held outside of Trust Account		$ 1,162,203	1,162,203
IPO [Member] \| Securities Financing Transaction, Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Offering cost	$ 4,615,992
Private Placement [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	5,411,000
Share price	$ 1.00			$ 1.00
Proceeds from Issuance of Private Placement	$ 5,411,000
Price per unit	$ 1.00			1.00
Public Shares And Private Placement [Member]
Defined Benefit Plan Disclosure [Line Items]
Offering cost	$ 4,615,992
IPO and Private Placement [Member]
Defined Benefit Plan Disclosure [Line Items]
Share price	$ 10.20			$ 10.20
Deferred underwriting fees	$ 3,150,000	3,150,000	3,150,000	$ 3,150,000
Net proceeds from offering	107,100,000
Proceeds from Issuance or Sale of Equity	105,797,045
Net Proceeds Held In Trust Account	107,100,000			107,100,000
Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Proceeds from Issuance of Private Placement	5,711,000
Underwriting fees			1,150,000
Deferred underwriting fees	3,450,000	$ 3,450,000	$ 3,450,000	3,450,000
Net Proceeds Held In Trust Account	$ 117,300,000			$ 117,300,000

Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)

3 Months Ended

Jun. 30, 2021

Sep. 30, 2021

Accounting Policies [Abstract]

Net loss

$ (82)

$ (42,627)

$ (42,545)

Less: Income allocable to common stock subject to possible redemption

Non-Redeemable net loss

$ (42,627)

$ (42,545)

Weighted Average Number of Shares Outstanding, Basic and Diluted

^[1]

2,637,381

2,639,130

Basic and diluted net income per common share

$ (0.02)

[1]	Excludes 250,000 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 as of September 30, 2021.

- Definition

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

+ References

+ Details

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 16, 2021
Related Party Transaction [Line Items]
Aggregate purchase price			$ 105,000,000
Maximum borrowing capacity of related party promissory note	$ 300,000
Proceeds from Issuance or Sale of Equity		$ 2,001,000
Outstanding balance of related party note		190,101	190,101
Amount due to for redemption deposit in trust account		2,100,000	2,100,000
Working Capital Loans Warrant [Member]
Related Party Transaction [Line Items]
Loans convertible into warrants		$ 1,500,000	$ 1,500,000
warrants price per share		$ 1.00	$ 1.00
Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares	20.00%
Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate purchase price				$ 25,000
Shares subject to forfeiture	375,000
Shares no longer subject to forfeiture	125,000
Founder Shares [Member] \| Sponsor [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Sale of Units through initial public offering, Shares	11,500,000
Founder Shares [Member] \| Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Aggregate purchase price	$ 25,000
Sale of Units through initial public offering, Shares	2,875,000
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Office space, secretarial and administrative services expenses per month		$ 10,000

Stockholders’ Equity (Details Narrative)	3 Months Ended
Stockholders’ Equity (Details Narrative)	Sep. 30, 2021 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized	1,250,000
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Public Warrant [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 11.50
Warrant [Member]
Class of Stock [Line Items]
Warrants, term	5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 0.01
IPO [Member]
Class of Stock [Line Items]
Percentage of issued and outstanding shares	20.00%
IPO [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Percentage of issued and outstanding shares	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	125,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common stock, voting rights	Holders of Class A common stock are entitled to one vote for each share
Common Stock, Shares, Issued	100,000
Common Stock, Shares, Outstanding	100,000
Temporary Equity, Shares Outstanding	10,500,000
Warrants, description	the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 its affiliates, 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10.20
Common Class A [Member] \| Public Warrant [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares	11.50
Common Class A [Member] \| Warrant [Member]
Class of Stock [Line Items]
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 18.00
Common Class A [Member] \| IPO [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	100,000
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	12,500,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common stock, voting rights	Holders of the Class B common stock are entitled to one vote for each common stock
Common Stock, Shares, Issued	2,875,000
Common Stock, Shares, Outstanding	2,875,000
Common Class B [Member] \| Over-Allotment Option [Member]
Class of Stock [Line Items]
Number Of Shares No Longer Subject To Forfeiture	250,000

Schedule of Earnings Per Share, Basic and Diluted (Details) (Parenthetical)	Sep. 30, 2021 shares
Accounting Policies [Abstract]
Common stock outstanding subject to forfeiture	250,000

Significant Accounting Policies (Details Narrative)	3 Months Ended
Significant Accounting Policies (Details Narrative)	Sep. 30, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Federal depository insurance coverage amount	$ 250,000
Cash equivalents	0
Cash held in Trust Account	107,100,173
Minimum net tangible asset upon consummation of business combination	$ 5,000,001
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock subject to possible redemption \| shares	10,500,000
IPO [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction \| shares	10,500,000

Consolidated Statements of Stockholders' Equity (Parenthetical) - Common Class B [Member]	Sep. 30, 2021 shares
Common stock, shares subject to forfeiture	250,000
Maximum [Member]
Common stock, shares subject to forfeiture	375,000

Initial Public Offering (Details Narrative) - USD ($)		3 Months Ended
Initial Public Offering (Details Narrative) - USD ($)	Sep. 17, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 10.20
Deferred underwriting commissions		$ 3,150,000
Other offering costs	$ 413,955
Public Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share		$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	10,500,000
Shares Issued, Price Per Share	$ 10.00	$ 10.20
[custom:GrossProceedsFromIssuanceOrSaleOfEquity]	$ 105,000,000
Payments of Stock Issuance Costs	4,613,955
Underwriting commissions	1,050,000	$ 1,050,000
Deferred underwriting commissions	3,150,000
Other offering costs	$ 415,992

Private Placement (Details Narrative) - USD ($)		3 Months Ended
Private Placement (Details Narrative) - USD ($)	Sep. 17, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Price Per Share		$ 1.00
Proceeds from Issuance of Private Placement		$ 5,411,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued during the period	5,411,000
Sale of Stock, Price Per Share	$ 1.00
Proceeds from Issuance of Private Placement	$ 5,411,000

Commitments and Contingencies (Details Narrative) - USD ($)		3 Months Ended
	Sep. 17, 2021	Sep. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Underwriting Discount, Description		The underwriters are entitled to a cash underwriting discount of one percent (1%) of the gross proceeds of the Initial Public Offering
Deferred underwriting commissions		$ 3,150,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Underwriting commissions		$ 1,150,000
Percentage of underwriting commisions		3.00%
Deferred underwriting commissions	$ 3,450,000	$ 3,450,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues	10,500,000
Underwriting commissions	$ 1,050,000	1,050,000
Deferred underwriting commissions	3,150,000
IPO and Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriting commissions	$ 3,150,000	$ 3,150,000
Underwriters Agreement [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues		100,000
Underwriters Agreement [Member] \| Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues		1,500,000
Underwriters Agreement [Member] \| IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues		500,000