0001104659-21-093197 | 10-K | XBRL Viewer | Growth Capital Acquisition Corp

Document and Entity Information	12 Months Ended
Document and Entity Information	Mar. 31, 2021 USD ($) shares
Document Information [Line Items]
Document Type	10-K
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	GROWTH CAPITAL ACQUISITION CORP.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Central Index Key	0001498233
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Public Float \| $	$ 0
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	17,250,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	GCAC
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	4,312,500
Units, each consisting of one share of Class A common stock, and one-half of one redeemable warrant
Document Information [Line Items]
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	GCACU
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock
Trading Symbol	GCACW
Security Exchange Name	NASDAQ

BALANCE SHEETS - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Assets:
Cash	$ 749,737	$ 2,043
Prepaid expenses	114,937	20,000
Total current assets	864,674	22,043
Investments held in Trust Account	172,505,514
Total assets	173,370,188	22,043
Current liabilities
Accounts payable and accrued expenses	73,756	20,000
Total current liabilities	73,756	20,000
Warrant liability	7,141,500
Total liabilities	7,215,256	20,000
Class A common stock subject to possible redemption ; 16,115,493 shares and 0 shares at March 31, 2021 and 2020, respectively (at redemption value of $10.00 per share)	161,154,930
Shareholders' equity:
Additional paid-in capital	(3,115,509)	148,269
Retained earnings (accumulated deficit)	8,114,967	(146,657)
Total stockholder's equity	5,000,002	2,043
Total liabilities and stockholder's equity	173,370,188	22,043
Class A Common Stock
Shareholders' equity:
Common stock	113
Total stockholder's equity	113
Class B Common Stock
Shareholders' equity:
Common stock	431	431
Total stockholder's equity	$ 431	$ 431

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Mar. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,134,507	0
Common stock, shares outstanding	1,134,507	0
Class A Common Stock Subject to Redemption
Common stock, shares outstanding	16,115,493	0
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2021	Mar. 31, 2020
General and administrative expenses	$ 93,265	$ 9,683
Loss from operations	(93,265)	(9,683)
Nonoperating Income (Expense) [Abstract]
Transaction Costs	(292,875)
Excess value of UW warrants	(1,293,750)
Unrealized gain on FV changes of warrants	9,936,000
Provision for income taxes		32
Interest income and realized gain from sale of treasury securities	5,514
Net income (loss)	$ 8,261,624	$ (9,715)
Weighted average common shares outstanding, basic and diluted	4,648,608	3,750,000
Basic and diluted net loss per common share	$ 1.78	$ 0.00
Class A Common Stock Subject to Redemption
Nonoperating Income (Expense) [Abstract]
Weighted average common shares outstanding, basic and diluted	2,404,988
Basic and diluted net loss per common share	$ 0.00

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at the beginning at Mar. 31, 2019		$ 431	$ 139,269	$ (136,942)	$ 2,758
Balance at the beginning (in shares) at Mar. 31, 2019		4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(9,715)	(9,715)
Contribution from stockholder			9,000		9,000
Balance at the end at Mar. 31, 2020		$ 431	148,269	(146,657)	2,043
Balance at the end (in shares) at Mar. 31, 2020		4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 17,250,000 Units on February 2, 2021, net of warrant liability	$ 1,725		161,889,525		$ 161,891,250
Sale of 17,250,000 Units on February 2, 2021, net of warrant liability (in shares)	17,250,000				17,250,000
Offering costs charged to shareholders' equity			(4,004,071)		$ (4,004,071)
Class A common stock subject to possible redemption	$ (1,612)		(161,153,318)		(161,154,930)
Class A common stock subject to possible redemption (in shares)	(16,115,493)
Net loss				8,261,624	8,261,624
Contribution from stockholder			4,086		4,086
Balance at the end at Mar. 31, 2021	$ 113	$ 431	$ (3,115,509)	$ 8,114,967	$ 5,000,002
Balance at the end (in shares) at Mar. 31, 2021	1,134,507	4,312,500

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical)	12 Months Ended
	Mar. 31, 2021 shares
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
Sale of 17,250,000 Units on February 2, 2021, net of warrant liability (in shares)	17,250,000

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ 8,261,624	$ (9,715)
Adjustments to reconcile net income to net cash used in operating activities:
Realized gain and interest earned on investment held in Trust Account	(5,514)
Warrant transaction costs	292,875
Excess value of UW warrants	1,293,750
Unrealized gain on Fair Value changes of warrants	(9,936,000)
Changes in operating assets and liabilities:
Prepaid expenses	(114,937)
Accounts payable and accrued expenses	53,756
Net cash used in operating activities	(154,446)	(9,715)
Cash Flows from Investing Activities:
Purchase of investments held in Trust Account	(172,500,000)
Net cash used in investing activities	(172,500,000)
Cash flows from financing activities:
Proceeds from Initial Public Offering, net of underwriting fees	169,050,000
Borrowings from promissory note	135,325
Repayment of promissory note	(135,325)
Proceeds from Issuance of Private Placement	5,175,000
Contribution from stockholder	4,086	9,000
Payment of offering costs	(826,946)
Net cash provided by financing activities	173,402,140	9,000
Net change in cash	747,694	(715)
Cash - Beginning	2,043	2,758
Cash - Ending	749,737	2,043
Supplemental cash flow information
Cash paid for income taxes		32
Supplemental Disclosure of Non-cash Financing Activities:
Value of Class A common stock subject to possible redemption at February 2, 2021	151,176,360
Change in value of Class A common stock subject to possible redemption	9,978,570
Initial classification of warrant liability	$ 17,077,500
Deferred offering costs included in accrued offering costs		$ 20,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Growth Capital Acquisition Corp. (the “Company”), a blank check company, was incorporated under the laws of the State of Delaware on January 4, 2010 under the name PinstripesNYS, Inc., and changed its name to its current name on February 14, 2020. The Company was 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 registration statements for the Company’s initial public offering (described below) were declared effective on January 29, 2021. On February 2, 2021, the Company consummated the initial public offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 4. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to the Company’s sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), an affiliate of our Co-Chief Executive Officers, and HB Strategies LLC ("HB Strategies"), an affiliate of Hudson Bay Capital Management LP ("Hudson Bay") generating gross proceeds of $5,175,000, which is described in Note 5. Transaction costs amounted to $4,296,946, consisting of $3,450,000 of underwriting fees, and $824,946 of other offering costs. Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, it intends to focus on industries that complement the Company’s management team’s background, and to capitalize on the ability of the Company’s management team to identify and acquire a business or businesses consistent with the experience of the Company’s management team and affiliates of Maxim Group LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering. As of March 31, 2021, the Company had not commenced any operations. All activity from January 4, 2010 (inception) through February 2, 2021 relates to the Company’s formation, its prior unconsummated initial public offering, and its initial public offering (the “Initial Public Offering” or “IPO”) described below. 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 and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected March 31 as its fiscal year end. The Trust Account Following the closing of the IPO on February 2, 2021 and the sale of Over-allotment Units simultaneously with the closing of the Initial Public Offering, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of the Private Placement Warrants, and the sale of Over-allotment Units was placed in a trust account (“Trust Account”). The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the Investment Company Act of 1940, as amended and compliant with Rule 2a‑7 thereof that maintain a stable net asset value of $1.07. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the initial Business Combination by August 2, 2022; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the initial Business Combination by August 2, 2022 (at which such time up to $100,000 of interest shall be available to the Company to pay liquidation or dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of the Business Combination Marketing Fee). There is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets, after payment of deferred underwriting commissions, to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, but less taxes payable. As a result, such shares of Class A common stock will be recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The Company will have until August 2, 2022 to complete a Business Combination. If the Company is unable to complete the initial Business Combination by August 2, 2022, 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, but less taxes payable (less up to $100,000 of interest to pay liquidation or dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and 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. Each of the Company’s Sponsor and Nautilus has agreed that it will be severally liable to the Company, on a pro rata basis based on the number of founder shares owned by them, 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 have 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) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor or Nautilus to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor or Nautilus have sufficient funds to satisfy such indemnity obligations and believe that the only assets of the Sponsor and Nautilus are securities of the Company. Therefore, the Company cannot assure you that the Sponsor or Nautilus 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 Sponsor, the Company’s officers and directors and certain initial stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination by August 2, 2022. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company’s warrants. The Company’s Sponsor, officers, directors, and Nautilus have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after the IPO in connection with the completion of the initial Business Combination or otherwise. HB Strategies has agreed to the foregoing terms except that it will not waive redemption rights with respect to its public shares. The Company may require its public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to the Company’s transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial Business Combination in the event the Company distributes proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that the Company will furnish to holders of its public shares in connection with the initial Business Combination will indicate whether the Company is requiring public stockholders to satisfy such delivery requirements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

12 Months Ended

Mar. 31, 2021

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 —REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company.

The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

In connection with the audit of the Company’s financial statements for the period ended March 31, 2021, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815‑40, Contracts in Entity’s Own Equity. ASC Section 815‑40‑15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815‑40‑15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815‑40‑15 as described above. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815‑40‑25. As a result the company reclassified public and private placement warrants as derivative warrant liability at the date of issuance recorded at their fair values, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.

The following summarizes the impact to the balance sheet dated February 2, 2021, filed on Form 8‑K on February 9, 2021.


	As Previously
	Reported		Adjustment		As Revised
Balance Sheet at February 2, 2021
Warrant Liability	$	—	$	17,077,500	$	17,077,500
Total Liabilities		214,710		17,077,500		17,077,500

Common stock subject to possible redemption		168,253,860		(17,077,500)		151,176,360
Class A common stock		42		171		213
Additional paid-in capital		6,925,294		1,586,454		5,338,840
Accumulated deficit	$	(1,925,928)	$	(1,586,625)	$	(339,303)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

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 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 statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and 2020.

Investment Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in cash, U.S. Treasury Bills and Money Market mutual funds. The Company classifies its United States Treasury Bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

As of March 31, 2021, investment in the Company’s Trust Account consisted of $919 in cash , $86,253,272 in U.S. Treasury Bills and $86,251,323 in Money Market mutual funds. All of the U.S. Treasury Bills will mature on May 6, 2021. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding gain and fair value of held to maturity securities on March 31, 2021 are as follows:


	Carrying				Gross		Fair Value
	Value/Amortized		Amortization of		Unrealized		as of
	Cost		Bond Discount		Gain		March 31, 2021
U.S. Money Market Mutual Funds	$	86,251,323	$	—	$	—	$	86,251,323
U.S. Treasury Bills		86,253,272		4,167		1,898		86,255,170
	$	172,504,595	$	4,167	$	1,898	$	172,506,493

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

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

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

· Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Warrant Liability

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815‑40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of March 31, 2021 and 2020, there were 13,800,000 and 0 warrants outstanding, respectively.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Common Stock subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement as such warrants were anti-dilutive. The warrants are exercisable to purchase 13,800,000 shares of Class A common stock in the aggregate.

The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net income per common stock, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non-redeemable Class B common stock include the Founder Shares as these common stock does not have any redemption features and do not participate in the income earned on the Trust Account.


	For the year
	ended
	March 31,
	2021
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$	5,514
Less: interest available to be withdrawn for payment of taxes		(5,514)
Net income allocable to shares subject to possible redemption	$	—
Denominator: Weighted Average Redeemable Common Stock
Redeemable Common Stock outstanding, Basic and Diluted		2,360,836
Basic and Diluted net income per Redeemable Common Share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	8,261,624
Redeemable Net Income	$	(5,514)
Non-Redeemable Net Income	$	8,256,110
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock outstanding, Basic and Diluted		4,645,499
Basic and Diluted net income per Non-Redeemable Common Share	$	1.78

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from March 31, 2021 and March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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.

PUBLIC OFFERING

12 Months Ended

Mar. 31, 2021

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 4 — PUBLIC OFFERING

Pursuant to the IPO, the Company sold 17,250,000 at an offering price of $10.00 per Unit, which included 2,250,000 units sold upon the full exercise by the underwriter of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $172,500,000.

Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants” and, with respect to the warrants sold in the Private Placement, the “Private Placement Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Warrants

Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the initial Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will agree 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 for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the initial Business Combination 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 the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60th business day after the closing of the initial Business Combination, the Company will be required to permit holders to exercise their warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants contain a tender or exchange offer that the Company’s management concluded do not qualify as an acceptable form of net cash settlement under the exception of ASC 815-40-25-8, because an event that is not within the entity’s control (tender offer) may result in a circumstance in which warrant holders would be entitled to cash while holders of the shares underlying the contract also would not receive cash (because a portion of their shares may not be subject to the tender offer). In a tender offer for less than all of the Company's outstanding shares, the common stockholders may be restricted in the number of tendered shares that will be accepted for purchase. As such, the Company’s Public Warrants are reported as a derivative liability.

The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may call the Warrants for redemption (except with respect to the Private Placement 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 warrantholders.

If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a "cashless basis," as described in the warrant agreement.

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the sale of 5,175,000 Private Placement Warrant in a private placement to the Sponsor, Nautilus Carriers LLC and HB Strategies LLC generating gross proceeds of $5,175,000. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Initial Business Combination is not completed by August 2, 2022, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On April 30, 2010, the Company sold 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, to the Sponsor, at a purchase price of $25,000. On July 1, 2012, the Company issued 376,344 shares of the Company’s common stock to a third party as consideration for services performed. On February 24, 2020, the third party forfeited 257,649 shares of the Company’s common stock. On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding and held by the Sponsor (up to 562,500 of which were subject to forfeiture if the underwriter’s over-allotment option was not exercised in full). All share and per-share amounts for periods and dates prior to December 2019 have been retroactively restated to reflect this split. Additionally, 75,000 shares of Class B Common Stock were transferred from the Sponsor to the Company’s three independent directors prior to the closing of the IPO. On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B common stock to the Company for no consideration, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B common stock for a purchase price of $2,043 (or an aggregate purchase price of $4,086). On January 7, 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B common stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 shares of Class B common stock outstanding and held by the Company’s initial stockholders. On January 29, 2021, the Company effectuated a 1.2‑for‑1 forward stock split, resulting in an aggregate of 4,312,500 shares held by its initial stockholders (all share and per share amounts have been restated). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the initial Business Combination, (ii) the last sale price 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 at least 60 days after the initial Business Combination, or (iii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Fees Commencing on January 29, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $5,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $12,056 in expenses in connection with such services for the period from January 29, 2021 (“Listing Date”) to March 31, 2021, as reflected in the accompanying statement of operations. Notes Payable — Related Party The Company issued promissory notes to certain initial stockholders of the Company, which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of the IPO. All amounts due under the promissory notes were payable on the earlier of: (i) March 31, 2021 or (ii) the date on which the Company consummated its IPO. As of March 31, 2021 and 2020, there were no amounts outstanding under the promissory notes, respectively. The promissory notes were repaid from the proceeds of the IPO. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor and certain other initial stockholders of the Company may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination 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.

FAIR VALUE MEASUREMENTS

12 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Note 7 — FAIR VALUE MEASUREMENTS

As of March 31, 2021, investment securities in the Company’s Trust Account consisted of $86,255,170 in U.S. Treasury Bills and $86,255,170 in Money Market mutual funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	March 31,
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account-Money Market Mutual Funds		86,251,323		86,251,323
Cash and Investments held in Trust Account-Treasury Bills		86,255,170		86,255,170
		172,506,493		172,506,493
Liabilities
Warrant Liability—Public Warrants	$	4,398,750	$	4,398,750	$	—	$	—
Warrant Liability—Private Warrants		2,742,750		—		—		2,742,750
	$	7,141,500	$	4,398,750	$		$	2,742,750

At March 31, 2020, the Company did not have any assets or liabilities that were measured at fair value on a recurring basis.

The Private Warrants were initially valued using a Black Scholes Option Pricing Model and were considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. A Monte Carlo Simulation Method was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including March 31, 2021, the closing price of the public warrants was used as the fair value as of each relevant date.

The key inputs used in the Black Scholes Option Pricing Model for the Private Warrants were as follows:


Input	March 31, 2021
Risk-free interest rate		1.2	%
Expected term (years)		5.58
Expected volatility		10.0	%
Stock Price	$	9.70
Exercise price	$	11.50
Dividend yield		0.0	%

The following table sets forth a summary of the changes in the fair value of the Level 3 assets and liabilities measured at fair value for the year ended March 31, 2021:


	Warrant		Private		Public
	Liability		Warrants		Warrants
Fair value as of April 1, 2020	$	—	$	—	$	—
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021		17,077,500		6,468,750		10,608,750
Public warrants reclassified to level 1		—		—		(4,398,750)
Change in fair value		(9,936,000)		(3,726,000)		(6,210,000)
Fair value as of March 31, 2021	$	7,141,500	$	2,742,750	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no other transfers between levels for the year ended March 31, 2021, except that the public warrants transferred from Level 3 to Level 1.

- 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

COMMITMENTS	12 Months Ended
COMMITMENTS	Mar. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 8 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, warrants issuable upon conversion of working capital loans (if any), and the shares of Class A common stock issuable upon exercise of or conversion of the foregoing are entitled to registration rights pursuant to certain registration rights agreements executed on January 29, 2021, requiring the Company to register such securities for resale (in the case of the initial shares, only after conversion to the Company’s Class A common stock). Certain holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the Sponsor may not exercise its demand and “piggyback” registration rights after five (5) and (7) years, respectively, after the effective date of the registration statement filed in connection with the IPO and may not exercise its demand rights on more than one occasion. In addition, if Hudson Bay acquires units in the IPO and becomes an affiliate (as defined in the Securities Act) of us following such offering, the Company has agreed to file a registration statement following such offering to register the resale of the units (including the shares of Class A common stock and warrants included in the units) purchased by Hudson Bay (or its nominee) in the IPO. Pursuant to the Company’s registration rights agreement with its initial stockholders, the Company will be liable for certain liquidated damages for failure to honor such holders’ registration rights described herein. There is no defined maximum allowed amount of potential liquidated damages in the registration rights agreement with the Company’s initial stockholders. The Company’s registration rights agreement with its initial stockholders expires upon the earlier of (i) the tenth anniversary of the date it was executed or (ii) the date as of which (A) all of the registrable securities (as defined therein) have been sold pursuant to a registration statement or (B) with respect to any holder, such holder ceasing to hold registrable securities. Business Combination Marketing Agreement The Company has engaged Maxim Group LLC, an affiliate of its Sponsor, as advisors in connection with its initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential Business Combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its initial Business Combination and assist it with the preparation of press releases and public filings in connection with the initial Business Combination. The Company will pay Maxim Group LLC for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable) or $6,037,500. Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination.

STOCKHOLDER'S EQUITY	12 Months Ended
STOCKHOLDER'S EQUITY	Mar. 31, 2021
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY	NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021 and 2020, there were 1,134,507, and 0 shares of Class A common stock issued or outstanding, excluding 16,115,493 and 0 shares subject to possible redemption. Class B common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2021 and 2020, there were 4,312,500 shares of Class B common stock issued or outstanding. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of an initial Business Combination or at any time prior thereto at the option of the holder 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 sold in our initial public offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, 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, including a specified future 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 our initial public offering 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, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to us). If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding. On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B Common Stock to the Company, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B Common Stock. In January 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B common stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 founder shares outstanding and held by its initial stockholders. On January 29, 2021, the Company effectuated a 1.2‑for‑1 forward stock split, resulting in an aggregate of 4,312,500 Class B shares held by its initial stockholders.

Income Tax

12 Months Ended

Mar. 31, 2021

Income Tax

Income Tax

Note 10 — Income Tax

The income tax provision consists of the following:


	March 31,		March 31,
	2021		2020
Federal
Current	$	—
Deferred		(18,428)		(2,033)

State
Current		—		32
Deferred		—
Change in valuation allowance		18,428		2,033
Income tax provision	$	—		32

The Company’s net deferred tax assets are as follows:


	March 31,		March 31,
	2021		2020
Deferred tax asset
Net operating loss carryforwards		57,578		39,150
Total deferred tax asset		57,578		39,150
Valuation allowance		(57,578)		(39,150)
Deferred tax asset, net of allowance	$	—

As of March 31, 2021 the Company had $254,433 of U.S. federal net operating loss carryovers available to offset future taxable, of which 125,594 begin to expire in 2031 and 128,839 do not expire and $80,757 of state and local net operating loss carryforward which begin to expire in 2036.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the periods ended March 31, 2021 and March 31, 2020, the valuation allowance increased $18,428 and $2,033, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2021 is as follows:


Statutory federal income tax rate	21.0	%	21.0	%
State tax provision net of federal benefit	(0.0)		(0.3)
Change in FV of warrant liability	(21.9)
Transaction costs associated with the issuance of warrants	0.7
Change in valuation allowance	0.2		(21.0)
Income tax provision	—	%	(0.3)	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities for years after 2016.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Cash and Cash Equivalents

Investment Held in Trust Account


	Carrying				Gross		Fair Value
	Value/Amortized		Amortization of		Unrealized		as of
	Cost		Bond Discount		Gain		March 31, 2021
U.S. Money Market Mutual Funds	$	86,251,323	$	—	$	—	$	86,251,323
U.S. Treasury Bills		86,253,272		4,167		1,898		86,255,170
	$	172,504,595	$	4,167	$	1,898	$	172,506,493

Common Stock Subject to Possible Redemption

Use of Estimates

Concentration of Credit Risk

Financial Instruments

Fair Value Measurements

· Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Warrant Liability

Net Income Per Share


	For the year
	ended
	March 31,
	2021
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$	5,514
Less: interest available to be withdrawn for payment of taxes		(5,514)
Net income allocable to shares subject to possible redemption	$	—
Denominator: Weighted Average Redeemable Common Stock
Redeemable Common Stock outstanding, Basic and Diluted		2,360,836
Basic and Diluted net income per Redeemable Common Share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	8,261,624
Redeemable Net Income	$	(5,514)
Non-Redeemable Net Income	$	8,256,110
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock outstanding, Basic and Diluted		4,645,499
Basic and Diluted net income per Non-Redeemable Common Share	$	1.78

Income Taxes

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.

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Mar. 31, 2021

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of revision of balance sheet


	As Previously
	Reported		Adjustment		As Revised
Balance Sheet at February 2, 2021
Warrant Liability	$	—	$	17,077,500	$	17,077,500
Total Liabilities		214,710		17,077,500		17,077,500

Common stock subject to possible redemption		168,253,860		(17,077,500)		151,176,360
Class A common stock		42		171		213
Additional paid-in capital		6,925,294		1,586,454		5,338,840
Accumulated deficit	$	(1,925,928)	$	(1,586,625)	$	(339,303)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Mar. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Held to Maturity securities


	Carrying				Gross		Fair Value
	Value/Amortized		Amortization of		Unrealized		as of
	Cost		Bond Discount		Gain		March 31, 2021
U.S. Money Market Mutual Funds	$	86,251,323	$	—	$	—	$	86,251,323
U.S. Treasury Bills		86,253,272		4,167		1,898		86,255,170
	$	172,504,595	$	4,167	$	1,898	$	172,506,493

Schedule of basic and diluted net income per common share


	For the year
	ended
	March 31,
	2021
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$	5,514
Less: interest available to be withdrawn for payment of taxes		(5,514)
Net income allocable to shares subject to possible redemption	$	—
Denominator: Weighted Average Redeemable Common Stock
Redeemable Common Stock outstanding, Basic and Diluted		2,360,836
Basic and Diluted net income per Redeemable Common Share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	8,261,624
Redeemable Net Income	$	(5,514)
Non-Redeemable Net Income	$	8,256,110
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock outstanding, Basic and Diluted		4,645,499
Basic and Diluted net income per Non-Redeemable Common Share	$	1.78

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Mar. 31, 2021

FAIR VALUE MEASUREMENTS

Schedule of financial assets that are measured at fair value on a recurring basis


	March 31,
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account-Money Market Mutual Funds		86,251,323		86,251,323
Cash and Investments held in Trust Account-Treasury Bills		86,255,170		86,255,170
		172,506,493		172,506,493
Liabilities
Warrant Liability—Public Warrants	$	4,398,750	$	4,398,750	$	—	$	—
Warrant Liability—Private Warrants		2,742,750		—		—		2,742,750
	$	7,141,500	$	4,398,750	$		$	2,742,750

Schedule of significant inputs to the Monte Carlo Simulation for the fair value


Input	March 31, 2021
Risk-free interest rate		1.2	%
Expected term (years)		5.58
Expected volatility		10.0	%
Stock Price	$	9.70
Exercise price	$	11.50
Dividend yield		0.0	%

Schedule of changes in the fair value of warrant liabilities


	Warrant		Private		Public
	Liability		Warrants		Warrants
Fair value as of April 1, 2020	$	—	$	—	$	—
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021		17,077,500		6,468,750		10,608,750
Public warrants reclassified to level 1		—		—		(4,398,750)
Change in fair value		(9,936,000)		(3,726,000)		(6,210,000)
Fair value as of March 31, 2021	$	7,141,500	$	2,742,750	$	—

- Definition

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

+ References + Details

Income Tax (Tables)

12 Months Ended

Mar. 31, 2021

Income Tax

Schedule of Company's net deferred tax assets


	March 31,		March 31,
	2021		2020
Deferred tax asset
Net operating loss carryforwards		57,578		39,150
Total deferred tax asset		57,578		39,150
Valuation allowance		(57,578)		(39,150)
Deferred tax asset, net of allowance	$	—

Schedule of components of income tax provision (benefit)


	March 31,		March 31,
	2021		2020
Federal
Current	$	—
Deferred		(18,428)		(2,033)

State
Current		—		32
Deferred		—
Change in valuation allowance		18,428		2,033
Income tax provision	$	—		32

Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit)


Statutory federal income tax rate	21.0	%	21.0	%
State tax provision net of federal benefit	(0.0)		(0.3)
Change in FV of warrant liability	(21.9)
Transaction costs associated with the issuance of warrants	0.7
Change in valuation allowance	0.2		(21.0)
Income tax provision	—	%	(0.3)	%

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		12 Months Ended
	Feb. 02, 2021	Mar. 31, 2021	Feb. 03, 2021	Mar. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price		$ 10.00
Transaction costs		$ 4,296,946
underwriting fees		3,450,000
other offering costs		824,946
Assets held in trust		$ 919
Assets held in trust, Price per Unit		$ 10.00
Asset held in trust, Net Asset Value		$ 1.07
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100.00%
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account		80.00%
Threshold business days for redemption of public shares		10 days
Threshold business days prior to the consummation of Initial Business Combination		2 days
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Cash		749,737		$ 2,043
Maximum net interest to pay dissolution expenses		$ 100,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	17,250,000
Share price	$ 10.00
Gross proceeds	$ 172,500,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	2,250,000
Share price	$ 10.00
Private Placement
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	$ 5,175,000
Number of warrants issued	5,175,000		5,175,000
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares exercisable to purchase per warrant	1

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	Mar. 31, 2021	Feb. 02, 2021	Mar. 31, 2020
Warrant liability	$ 7,141,500
Total liabilities	7,215,256		$ 20,000
Common stock subject to possible redemption	161,154,930
Additional paid-in capital	(3,115,509)		148,269
Accumulated deficit	8,114,967		$ (146,657)
As Previously Reported
Total liabilities		$ 214,710
Common stock subject to possible redemption		168,253,860
Additional paid-in capital		6,925,294
Accumulated deficit		(1,925,928)
Adjustment
Warrant liability		17,077,500
Total liabilities		17,077,500
Common stock subject to possible redemption		(17,077,500)
Additional paid-in capital		1,586,454
Accumulated deficit		(1,586,625)
As Revised
Warrant liability		17,077,500
Total liabilities		17,077,500
Common stock subject to possible redemption		151,176,360
Additional paid-in capital		5,338,840
Accumulated deficit		(339,303)
Class A Common Stock
Common stock	$ 113
Class A Common Stock \| As Previously Reported
Common stock		42
Class A Common Stock \| Adjustment
Common stock		171
Class A Common Stock \| As Revised
Common stock		$ 213

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Federal Deposit Insurance Corporation Premium Expense	$ 250,000
Assets held in trust	919
Unrecognized Tax Benefits	0
Unrecognized tax benefits accrued for interest and penalties	0	$ 0
U.S. Treasury Bills
Assets held in trust	86,253,272
Money Market Mutual Funds
Assets held in trust	$ 86,251,323
Class A Common Stock
Warrants Exercisable (in Shares) \| shares	13,800,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of excluding gross unrealized holding loss and fair value of held to maturity securities (Details)	12 Months Ended
	Mar. 31, 2021 USD ($)
Carrying Value/Amortized Cost	$ 172,504,595
Amortization of Bond Discount	4,167
Gross Unrealized Gain	1,898
Fair Value as of March 31, 2021	172,506,493
U.S. Treasury Bills
Carrying Value/Amortized Cost	86,253,272
Amortization of Bond Discount	4,167
Gross Unrealized Gain	1,898
Fair Value as of March 31, 2021	86,255,170
Money Market Mutual Funds
Carrying Value/Amortized Cost	86,251,323
Fair Value as of March 31, 2021	$ 86,251,323

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted Net Income Per Share (Details)	12 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$ 5,514
Less: interest available to be withdrawn for payment of taxes	$ (5,514)
Redeemable Common Stock outstanding, Basic and Diluted \| shares	2,360,836
Basic and Diluted net income per Redeemable Common Share \| $ / shares	$ 0.00
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$ 8,261,624
Redeemable Net Income	(5,514)
Non-Redeemable Net Income	$ 8,256,110
Non-Redeemable Common Stock outstanding, Basic and Diluted \| shares	4,645,499
Basic and Diluted net income per Non-Redeemable Common Share \| $ / shares	$ 1.78

PUBLIC OFFERING (Details) - USD ($)		12 Months Ended
PUBLIC OFFERING (Details) - USD ($)	Feb. 02, 2021	Mar. 31, 2021	Mar. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price		$ 10.00
Sale of Stock, Other Offering Costs		$ 824,946
Number of warrants in a unit	0.50
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants expiration term		5 years
Public Warrants exercisable term from the closing of the initial public offering		12 months
Threshold period for filling registration statement after business combination		15 days
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination		60 days
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, Stock Price Trigger		$ 18.00
Threshold trading days for redemption of public warrants		20 days
Threshold business days before sending notice of redemption to warrant holders		3 days
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Number of unit consists class A ordinary shares	1
Number of warrants in a unit	1
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	17,250,000
Share price	$ 10.00
Gross proceeds	$ 172,500,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	2,250,000
Share price	$ 10.00

PRIVATE PLACEMENT (Details) - Private Placement - USD ($)	Feb. 02, 2021	Feb. 03, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	5,175,000	5,175,000
Gross proceeds	$ 5,175,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details)								1 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 02, 2021 shares	Jan. 29, 2021 shares	Jan. 07, 2021 shares	Aug. 14, 2020 USD ($) shares	Feb. 24, 2020 shares	Jul. 01, 2012 shares	Apr. 30, 2010 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) shares	Mar. 31, 2021 $ / shares shares	Mar. 31, 2020 $ / shares shares
Related Party Transaction [Line Items]
Number of shares issued						376,344
Recapitalization conversion ratio		1.2			0.8425
Number of Independent Directors			3					3
Common stock, shares outstanding		4,312,500
Number of shares were forfeited					257,649
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences									60 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination									20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination									30 days
Over-allotment
Related Party Transaction [Line Items]
Number of units issued	2,250,000
Nautilus Carriers LLC and HB Strategies LLC [Member]
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 4,086
Nautilus Carriers LLC
Related Party Transaction [Line Items]
Number of shares issued				1,379,167
HB Strategies
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 2,043
Sponsor
Related Party Transaction [Line Items]
Number of shares issued							5,000,000
Par value per share \| $ / shares							$ 0.0001
Aggregate purchase price \| $							$ 25,000
Sponsor \| Private Placement \| Founder Shares
Related Party Transaction [Line Items]
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									$ 12.00
Class B Common Stock
Related Party Transaction [Line Items]
Par value per share \| $ / shares									$ 0.0001	$ 0.0001
Recapitalization conversion ratio					0.8425
Common Stock, Shares, Issued									4,312,500	4,312,500
Common stock, shares outstanding			3,593,750						4,312,500	4,312,500
Number of shares were forfeited			718,750					718,750
Percentage of issued and outstanding shares held by initial stockholders									20.00%
Class B Common Stock \| Founder Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding					4,312,500
Shares subject to forfeiture					562,500
Class B Common Stock \| Founder Shares \| Director Member
Related Party Transaction [Line Items]
Number of shares issued					75,000
Class B Common Stock \| Nautilus Carriers LLC
Related Party Transaction [Line Items]
Number of shares issued				1,379,167
Class B Common Stock \| Sponsor
Related Party Transaction [Line Items]
Number of shares were forfeited				2,833,333

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		2 Months Ended
	Jan. 29, 2021	Mar. 31, 2021	Feb. 02, 2021	Mar. 31, 2020
Related Party Transaction [Line Items]
Expenses incurred		$ 12,056
Promissory notes payable - related parties		$ 0		$ 0
Share price		$ 10.00
Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Working Capital Loans
Related Party Transaction [Line Items]
Administrative expenses - related party	$ 5,750
Maximum loans converted into warrants		$ 1,500,000
Share price		$ 1.00
Initial Public Offering
Related Party Transaction [Line Items]
Share price			$ 10.00

FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details)	Mar. 31, 2021 USD ($)
Liabilities
Warrant liability	$ 7,141,500
Recurring
Assets:
Investments held in Trust Account	172,506,493
Liabilities
Warrant liability	7,141,500
Recurring \| Level 1
Assets:
Investments held in Trust Account	172,506,493
Liabilities
Warrant liability	4,398,750
Recurring \| Level 3
Liabilities
Warrant liability	2,742,750
U.S. Treasury Bills
Assets:
Investments held in Trust Account	86,255,170
U.S. Treasury Bills \| Recurring
Assets:
Investments held in Trust Account	86,255,170
U.S. Treasury Bills \| Recurring \| Level 1
Assets:
Investments held in Trust Account	86,255,170
Money Market Mutual Funds
Assets:
Investments held in Trust Account	86,255,170
Money Market Mutual Funds \| Recurring
Assets:
Investments held in Trust Account	86,251,323
Money Market Mutual Funds \| Recurring \| Level 1
Assets:
Investments held in Trust Account	86,251,323
Public Warrants \| Recurring
Liabilities
Warrant liability	4,398,750
Public Warrants \| Recurring \| Level 1
Liabilities
Warrant liability	4,398,750
Private Warrants \| Recurring
Liabilities
Warrant liability	2,742,750
Private Warrants \| Recurring \| Level 3
Liabilities
Warrant liability	$ 2,742,750

FAIR VALUE MEASUREMENTS - Black Scholes Option Pricing Model (Details)	Mar. 31, 2021 Y $ / shares
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.2
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input \| Y	5.58
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.0
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.70
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.0

FAIR VALUE MEASUREMENTS - summary of the changes in the fair value (Details)	12 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers from level 1 to level 2	$ 0
Transfers from level 2 to level 1	0
Transfers into level 3	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021	17,077,500
Change in fair value	(9,936,000)
Fair value as of March 31, 2021	7,141,500
Level 3 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021	10,608,750
Public warrants reclassified to level 1	(4,398,750)
Change in fair value	(6,210,000)
Level 3 \| Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021	6,468,750
Change in fair value	(3,726,000)
Fair value as of March 31, 2021	$ 2,742,750

COMMITMENTS (Details)	12 Months Ended
COMMITMENTS (Details)	Mar. 31, 2021 USD ($) item
Other Commitments [Line Items]
Number of demands \| item	3
Cash fee (in percent)	3.50%
Cash fee	$ 6,037,500
Fee on non completion of Business Combination	$ 0
Minimum
Other Commitments [Line Items]
Period of Registration Rights, Effective After Registration Statement in Connection with Business Combination	5 years
Maximum
Other Commitments [Line Items]
Period of Registration Rights, Effective After Registration Statement in Connection with Business Combination	7 years

STOCKHOLDER'S EQUITY - Common Stock (Details)							1 Months Ended	12 Months Ended
STOCKHOLDER'S EQUITY - Common Stock (Details)	Jan. 29, 2021 shares	Jan. 07, 2021 shares	Aug. 14, 2020 shares	Feb. 24, 2020 shares	Jul. 01, 2012 shares	Apr. 30, 2010 $ / shares shares	Jan. 31, 2021 USD ($) shares	Mar. 31, 2021 $ / shares shares	Mar. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Conversion basis	1.2			0.8425
Common shares, votes per share \| $ / shares								$ 1
Common stock, shares outstanding	4,312,500
Number of shares forfeited				257,649
Number of shares issued					376,344
Number of independent directors		3					3
Sponsor
Class of Stock [Line Items]
Common stock, par value \| $ / shares						$ 0.0001
Number of shares issued						5,000,000
Nautilus Carriers LLC
Class of Stock [Line Items]
Number of shares issued			1,379,167
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized								100,000,000	100,000,000
Common stock, par value \| $ / shares								$ 0.0001	$ 0.0001
Conversion basis								1
Common stock, shares outstanding								1,134,507	0
Common stock, shares issued								1,134,507	0
Shares subject to possible redemption								16,115,493	0
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized								10,000,000	10,000,000
Common stock, par value \| $ / shares								$ 0.0001	$ 0.0001
Conversion basis				0.8425
Percentage of issued and outstanding shares held by initial stockholders								20.00%
Common stock, shares outstanding		3,593,750						4,312,500	4,312,500
Number of shares forfeited		718,750					718,750
Common stock, shares issued								4,312,500	4,312,500
Class B Common Stock \| Founder Shares
Class of Stock [Line Items]
Common stock, shares outstanding	4,312,500			4,312,500			3,593,750
Class B Common Stock \| Sponsor
Class of Stock [Line Items]
Number of shares forfeited			2,833,333
Class B Common Stock \| Nautilus Carriers LLC
Class of Stock [Line Items]
Number of shares issued			1,379,167

STOCKHOLDER'S EQUITY - Preferred Stock (Details) - shares	Mar. 31, 2021	Mar. 31, 2020
STOCKHOLDER'S EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Income Tax - income tax provision (Details) - USD ($)	12 Months Ended
Income Tax - income tax provision (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Federal
Deferred	$ (18,428)	$ (2,033)
State
Current		32
Change in valuation allowance	$ 18,428	2,033
Income tax provision		$ 32

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Tax - net deferred tax (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Deferred tax asset
Net operating loss carryforwards	$ 57,578	$ 39,150
Total deferred tax asset	57,578	39,150
Valuation allowance	$ (57,578)	$ (39,150)

Income Tax - reconciliation of the federal income tax rate (Details)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State Tax Benefit net of federal benefit	0.00%	(0.30%)
Change in FV of warrant liability	(21.9)
Transaction costs associated with the issuance of warrants	0.7
Change in valuation allowance	0.20%	(21.00%)
Income tax provision		(0.30%)

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 57,578	$ 39,150
Change in valuation allowance	18,428	2,033
U.S. federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 254,433
Shares	125,594
State and local
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		$ 80,757
Shares		128,839