0001104659-21-107568 | 10-Q | XBRL Viewer | Growth Capital Acquisition Corp

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity Registrant Name	GROWTH CAPITAL ACQUISITION CORP.
Entity File Number	001-39959
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2447291
Entity Address, Address Line One	405 Lexington Ave
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	212
Local Phone Number	895-3500
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
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--03-31
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	GCAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		17,250,000
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-third 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-third of one redeemable warrant
Trading Symbol	GCACU
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	GCACW
Security Exchange Name	NASDAQ

- Details

Name:	us-gaap_StatementClassOfStockAxis=gcac_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOfDollar11.50PerShareMember
Namespace Prefix:
Data Type:	na
Balance Type:
Period Type:

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Assets:
Cash	$ 718,500	$ 749,737
Prepaid expenses	80,532	114,937
Total current assets	799,032	864,674
Investments held in Trust Account	172,511,739	172,505,514
Total assets	173,310,771	173,370,188
Liabilities and Shareholders' Equity:
Accounts payable and accrued expenses	73,550	73,756
Total current liabilities	73,550	73,756
Warrant liabilities	8,607,750	7,141,500
Total liabilities	8,681,300	7,215,256
Commitments and Contingencies
Class A common stock subject to possible redemption ; 15,962,947 and 16,115,493 shares at June 30, 2021 and March 31, 2021, respectively (at redemption value of $10.00 per share)	159,629,470	161,154,930
Shareholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	1,525,445	0
Retained earnings	3,473,997	4,999,458
Total shareholders' equity	5,000,001	5,000,002
Total liabilities and shareholders' equity	173,310,771	173,370,188
Class A Common Stock
Shareholders' equity:
Common stock	128	113
Total shareholders' equity	128	113
Class B Common Stock
Shareholders' equity:
Common stock	431	431
Total shareholders' equity	$ 431	$ 431

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Mar. 31, 2021
Preferred stock, par value (in dollars per share)	$ 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, shares Outstanding	15,962,947
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,287,053	1,134,507
Common stock, shares outstanding	1,287,053	1,134,507
Class A Common Stock Subject to Possible Redemption
Common stock, shares Outstanding	15,962,947	16,115,493
Purchase price, Per share	$ 10.00	$ 10.00
Class B Common Stock
Common stock, par value (in dollars per share)	$ 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

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2021	Jun. 30, 2020
General and administrative expenses	$ 66,638	$ 0
Loss from operations	(66,638)	0
Other income (loss):
Change in fair value of warrants	(1,466,250)	0
Interest income - operating account	1,202	0
Interest income - Trust Account	6,225	0
Net loss	$ (1,525,461)	$ 0
Class A Common Stock Subject to Possible Redemption
Other income (loss):
Basic and diluted weighted average shares outstanding	16,115,493	0
Basic and diluted net loss per share	$ 0.00	$ 0
Class B Common Stock
Other income (loss):
Net loss		$ 0
Basic and diluted weighted average shares outstanding	5,447,007	3,750,000
Basic and diluted net loss per share	$ (0.28)	$ 0

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 31, 2020		$ 431	$ 148,269	$ (146,657)	$ 2,043
Balance at the beginning (in shares) at Mar. 31, 2020		4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	$ 0	$ 0	0	0	0
Balance at the end at Jun. 30, 2020		$ 431	148,269	(146,657)	2,043
Balance at the end (in shares) at Jun. 30, 2020		4,312,500
Balance at the beginning at Mar. 31, 2021	$ 113	$ 431		4,999,458	5,000,002
Balance at the beginning (in shares) at Mar. 31, 2021	1,134,507	4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class A common stock subject to possible redemption	$ 15		1,525,445		1,525,460
Class A common stock subject to possible redemption (in shares)	152,546
Net Income				(1,525,461)	(1,525,461)
Balance at the end at Jun. 30, 2021	$ 128	$ 431	$ 1,525,445	$ 3,473,997	$ 5,000,001
Balance at the end (in shares) at Jun. 30, 2021	1,287,053	4,312,500

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

- Definition

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

+ References + Details

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities:
Net loss	$ (1,525,461)	$ 0
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account	(6,225)	0
Change in fair value warrants	1,466,250	0
Changes in operating assets and liabilities:
Prepaid expenses	34,405	0
Accounts payable and accrued expenses	(206)
Net cash used in operating activities	(31,237)	0
Net Change in Cash	(31,237)	0
Cash - Beginning	749,737	0
Cash - Ending	718,500	0
Supplemental Disclosure of Non-cash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$ (1,525,460)	$ 0

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

Jun. 30, 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 June 30, 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 exercise 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 exercise of the Units in the IPO, the sale of the Private Placement Warrants, and the exercise of Over-allotment Units was placed in a trust account (“Trust Account”). The proceeds held in the Trust Account are substantially invested only in money market funds registered under the Investment Company Act of 1940, as amended and compliant with Rule 2a-7.

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.

Liquidity and Capital Resources

At June 30, 2021, the Company had cash outside the Trust Account of $718,500 and a working capital of $725,482. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock.

On February 2, 2021, the Company consummated its IPO (see Note 3) and Private Placement (See Note 4) and the underwriters fully exercised their Over-Allotment Option. Of the net proceeds from the IPO, exercise of the over-allotment option, and associated Private Placements, $172,500,000 of cash was placed in the Trust Account.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date the financial statements are issued. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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 these condensed financial statements. The condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty.

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

3 Months Ended

Jun. 30, 2021

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On July 19, 2021 the Company reported an incorrect amount to the Securities and Exchange Commission of its Form 10-K. The Company reported negative additional-paid in capital on its March 31, 2021 balance sheet and statement of changes in shareholders’ equity. Had the Company properly reported the information, the negative additional-paid in capital would have been reclassified to retained earnings. Total shareholders’ equity did not change.


	As Reported		Adjustment		As Adjusted
Audited Balance Sheet as of March 31, 2021
Additional paid in capital	$	(3,115,509)	$	3,115,509	$	—
Retained earnings	$	8,114,967	$	(3,115,509)	$	4,999,458
Total shareholders' equity	$	5,000,002	$	—	$	5,000,002

Audited Statement of Changes in Shareholders' Equity as of March 31, 2021
Additional paid-in capital	$	(3,115,509)	$	3,115,509	$	—
Retained earnings	$	8,114,967	$	(3,115,509)	$	4,999,458
Total shareholders' equity	$	5,000,002	$	—	$	5,000,002

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on July 19, 2021. The interim results for the three months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending March 31, 2021 or for any future periods.

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 condensed 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 June 30, 2021 and 2020.

Investment Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were held in cash and Money Market mutual funds.

As of June 30, 2021, investment in the Company’s Trust Account consisted of $919 in cash and $172,510,820 in Money Market mutual funds. Money Market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

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 condensed 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 condensed 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 June 30, 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 June 30, 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 Three Months Ended June 30,
	2021		2020
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$	6,225	$	—
Less: interest available to be withdrawn for payment of taxes		(6,225)		—
Net income allocable to shares subject to possible redemption	$	—	$	—
Denominator: Weighted Average Redeemable Common Stock		—
Redeemable Common Stock outstanding, Basic and Diluted		16,115,493
Basic and Diluted net income per Redeemable Common Share	$	—	$	—

Non-Redeemable Common Stock
Numerator: Net Loss less Redeemable Net Earnings
Net Loss	$	(1,525,461)	$	—
Redeemable Net Income	$	(6,225)	$	—
Non-Redeemable Net Loss	$	(1,531,686)	$	—
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock outstanding, Basic and Diluted		5,447,007		3,750,000
Basic and Diluted net income per Non-Redeemable Common Share	$	(0.28)	$	—

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 June 30, 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 June 30, 2021 and June 30, 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 condensed financial statements.

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 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 $17,250 in expenses in connection with such services for the three months ended June 30, 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) June 30, 2021 or (ii) the date on which the Company consummated its IPO. As of June 30, 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.

RECURRING FAIR VALUE MEASUREMENTS

3 Months Ended

Jun. 30, 2021

RECURRING FAIR VALUE MEASUREMENTS

RECURRING FAIR VALUE MEASUREMENTS

Note 7 — RECURRING FAIR VALUE MEASUREMENTS

At June 30, 2021, the Company’s warrant liability was valued at $8,607,750. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy.

The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

Substantially all of the Company’s trust assets on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account-Money Market Mutual Funds		172,511,739		—		—
Liabilities
Warrant Liability—Public Warrants	$	5,347,500	$	—	$	—
Warrant Liability—Private Warrants		—		—		3,260,250
	$	5,347,500	$	—	$	3,260,250

The Private Warrants were 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. The closing price of the Public Warrants was used to determin their fair value.

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


Input	June 30, 2021
Risk-free interest rate		1.0	%
Expected term (years)		5.36
Expected volatility		11.9	%
Stock Price	$	9.70
Exercise price	$	11.50
Dividend yield		—	%

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 three months ended June 30, 2021:


	Private
	Warrants
Fair value as of March 31, 2021	$	2,742,750
Change in fair value		517,500
Fair value as of June 30, 2021	$	3,260,250

There were no transfers between levels 1, 2 and 3 for the three months end ended June 30, 2021.

- 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Cash and Cash Equivalents

Investment Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were held in cash and Money Market mutual funds.

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

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 Three Months Ended June 30,
	2021		2020
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$	6,225	$	—
Less: interest available to be withdrawn for payment of taxes		(6,225)		—
Net income allocable to shares subject to possible redemption	$	—	$	—
Denominator: Weighted Average Redeemable Common Stock		—
Redeemable Common Stock outstanding, Basic and Diluted		16,115,493
Basic and Diluted net income per Redeemable Common Share	$	—	$	—

Non-Redeemable Common Stock
Numerator: Net Loss less Redeemable Net Earnings
Net Loss	$	(1,525,461)	$	—
Redeemable Net Income	$	(6,225)	$	—
Non-Redeemable Net Loss	$	(1,531,686)	$	—
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock outstanding, Basic and Diluted		5,447,007		3,750,000
Basic and Diluted net income per Non-Redeemable Common Share	$	(0.28)	$	—

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 condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of basic and diluted net income per common share


	For the Three Months Ended June 30,
	2021		2020
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$	6,225	$	—
Less: interest available to be withdrawn for payment of taxes		(6,225)		—
Net income allocable to shares subject to possible redemption	$	—	$	—
Denominator: Weighted Average Redeemable Common Stock		—
Redeemable Common Stock outstanding, Basic and Diluted		16,115,493
Basic and Diluted net income per Redeemable Common Share	$	—	$	—

Non-Redeemable Common Stock
Numerator: Net Loss less Redeemable Net Earnings
Net Loss	$	(1,525,461)	$	—
Redeemable Net Income	$	(6,225)	$	—
Non-Redeemable Net Loss	$	(1,531,686)	$	—
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock outstanding, Basic and Diluted		5,447,007		3,750,000
Basic and Diluted net income per Non-Redeemable Common Share	$	(0.28)	$	—

RECURRING FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Jun. 30, 2021

RECURRING FAIR VALUE MEASUREMENTS

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


	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account-Money Market Mutual Funds		172,511,739		—		—
Liabilities
Warrant Liability—Public Warrants	$	5,347,500	$	—	$	—
Warrant Liability—Private Warrants		—		—		3,260,250
	$	5,347,500	$	—	$	3,260,250

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


Input	June 30, 2021
Risk-free interest rate		1.0	%
Expected term (years)		5.36
Expected volatility		11.9	%
Stock Price	$	9.70
Exercise price	$	11.50
Dividend yield		—	%

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Fair value as of March 31, 2021	$	2,742,750
Change in fair value		517,500
Fair value as of June 30, 2021	$	3,260,250

- 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

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)			3 Months Ended
	Aug. 05, 2021	Feb. 02, 2021	Jun. 30, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Share price			$ 10.00
Amount in operating bank			$ 718,500	$ 749,737
Underwriting fees			3,450,000
Transaction costs			4,296,946
Other offering costs			824,946
Assets held in trust		$ 172,500,000	$ 919
Assets held in trust, Price per Unit		$ 10.00	$ 10.00
Condition for future business combination number of businesses minimum			1
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account			80.00%
Minimum net tangible assets upon consummation of the Business Combination			$ 5,000,001
Threshold business days for redemption of public shares			10 days
Threshold business days prior to the consummation of Initial Business Combination			2 days
Per Share Value Of Residual Assets Remaining Available For Distribution Which Is Held In Trust Account		$ 10.00
Cash			$ 718,500	$ 749,737
Maximum net interest to pay dissolution expenses			100,000
WorkingCapital			$ 725,482
Subsequent event
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock	$ 50,000,000
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
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Maximum net interest to pay dissolution expenses			$ 100,000
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
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares exercisable to purchase per warrant		1
Common stock, shares authorized			100,000,000	100,000,000
Exercise price of warrants		$ 11.50
Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized			10,000,000	10,000,000

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Feb. 02, 2021	Jun. 30, 2020	Mar. 31, 2020
Warrant liabilities	$ 8,607,750	$ 7,141,500
Total Liabilities	8,681,300	7,215,256
Common stock subject to possible redemption	159,629,470	161,154,930
Additional paid-in capital	1,525,445	0
Accumulated deficit	3,473,997	4,999,458
Total shareholders' equity	5,000,001	5,000,002		$ 2,043	$ 2,043
Class A Common Stock
Common stock	128	113
Total shareholders' equity	$ 128	$ 113
As Previously Reported
Additional paid-in capital			$ (3,115,509)
Accumulated deficit			8,114,967
Total shareholders' equity			5,000,002
As Previously Reported \| Class A Common Stock
Additional paid-in capital			(3,115,509)
Adjustment
Additional paid-in capital			3,115,509
Accumulated deficit			(3,115,509)
Adjustment \| Class A Common Stock
Additional paid-in capital			3,115,509
As Revised
Accumulated deficit			4,999,458
Total shareholders' equity			$ 5,000,002

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted Net Income Per Share (Details) - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Numerator: Earnings allocable to Redeemable Common Stock
Interest earned on marketable securities held in trust	$ 6,225
Less: interest available to be withdrawn for payment of taxes	$ (6,225)
Redeemable Common Stock outstanding, Basic and Diluted	16,115,493
Numerator: Net Loss less Redeemable Net Earnings
Net Loss	$ (1,525,461)
Redeemable Net Income	(6,225)
Non-Redeemable Net Loss	$ (1,531,686)
Non-Redeemable Common Stock outstanding, Basic and Diluted	5,447,007	3,750,000
Basic and Diluted net income per Non-Redeemable Common Share	$ (0.28)

PUBLIC OFFERING (Details) - USD ($)		3 Months Ended
PUBLIC OFFERING (Details) - USD ($)	Feb. 02, 2021	Jun. 30, 2021	Mar. 31, 2021
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
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 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
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Minimum threshold written notice period for redemption of public warrants		30 days
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
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Warrant Exercise Period Condition One		30 days
Warrant Exercise Period Condition Two		12 months
Period Of Time With In Which Registration Statement Is Expected To Become Effective		60 days
Maximum Period After Business Combination In Which To File Registration Statement		15 days
Public Warrants \| Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Redemption price per public warrant (in dollars per share)		$ 0.01
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants		30 days

RELATED PARTY TRANSACTIONS - Founder Shares (Details)								1 Months Ended	3 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 24, 2021	Jan. 29, 2021 shares	Jan. 07, 2021 shares	Aug. 14, 2020 USD ($) shares	Feb. 24, 2020 director shares	Jul. 01, 2012 shares	Apr. 30, 2010 USD ($) $ / shares shares	Jan. 31, 2021 shares	Jun. 30, 2021 $ / shares shares	Mar. 31, 2021 $ / shares shares
Related Party Transaction [Line Items]
Number of shares issued						376,344
Recapitalization conversion ratio	0.8425	1.2
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
Nautilus Carriers LLC and HB Strategies LLC [Member]
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 4,086
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 \| 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 outstanding			3,593,750		4,312,500				4,312,500	4,312,500
Number of shares were forfeited			718,750					718,750
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
Number of Independent Directors \| director					3
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

SHAREHOLDERS' EQUITY - Common Stock (Details)									1 Months Ended	3 Months Ended
SHAREHOLDERS' EQUITY - Common Stock (Details)	Aug. 05, 2021 shares	Feb. 24, 2021	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 shares	Jun. 30, 2021 $ / shares shares	Mar. 31, 2021 $ / shares shares	Feb. 02, 2021 $ / shares	Jun. 30, 2020 shares
Class of Stock [Line Items]
Conversion basis		0.8425	1.2
Common stock, shares outstanding			4,312,500
Number of shares forfeited						257,649
Number of shares issued							376,344
Sponsor
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares								$ 0.0001
Number of shares issued								5,000,000
Subsequent event
Class of Stock [Line Items]
Number of shares issued	5,000,000
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized										100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares										$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding										1,287,053	1,134,507		0
Common stock, shares issued										1,287,053	1,134,507		0
Shares subject to possible redemption										15,962,947			0
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized										10,000,000	10,000,000
Common Stock, Par or Stated Value Per Share \| $ / 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	4,312,500
Number of shares forfeited				718,750					718,750
Common stock, shares issued										4,312,500	4,312,500		4,312,500
Class B Common Stock \| Founder Shares
Class of Stock [Line Items]
Common stock, shares outstanding						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

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

RECURRING FAIR VALUE MEASUREMENTS - Black Scholes Option Pricing Model (Details)	Jun. 30, 2021 $ / shares Y
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.0
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input \| Y	5.36
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.9
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

COMMITMENTS (Details)	3 Months Ended
COMMITMENTS (Details)	Jun. 30, 2021 USD ($) item
COMMITMENTS
Number of demands \| item	3
Period of demand rights	5 years
Period of Registration Rights, Effective After Registration Statement in Connection with Business Combination	7 years
Cash fee (in percent)	3.50%
Cash fee	$ 6,037,500
Fee on Non completion of Business combination	$ 0

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		3 Months Ended
	Jan. 29, 2021	Jun. 30, 2021	Jun. 30, 2020
Related Party Transaction [Line Items]
Administrative expenses - related party	$ 5,750
Expenses incurred		$ 17,250
Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		300,000
Promissory notes payable - related parties		0	$ 0
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans converted into warrants		$ 1,500,000
Exercise price of warrants		$ 1.00

RECURRING FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Liabilities
Warrant liabilities	$ 8,607,750	$ 7,141,500
Recurring \| Level 1
Liabilities
Warrant liabilities	5,347,500
Recurring \| Level 3
Liabilities
Warrant liabilities	3,260,250
Money Market Mutual Funds \| Recurring \| Level 1
Assets:
Investments held in Trust Account	172,511,739
Public Warrants \| Recurring \| Level 1
Liabilities
Warrant liabilities	5,347,500
Private Warrants \| Recurring \| Level 3
Liabilities
Warrant liabilities	$ 3,260,250

RECURRING FAIR VALUE MEASUREMENTS - summary of the changes in the fair value (Details)	3 Months Ended
	Jun. 30, 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 \| Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of March 31, 2021	2,742,750
Change in fair value	517,500
Fair value as of June 30, 2021	$ 3,260,250

SHAREHOLDERS' EQUITY - Preferred Stock (Details) - shares	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 05, 2021	Feb. 24, 2020	Jul. 01, 2012	Jan. 29, 2021
Subsequent Event [Line Items]
Number of shares issued			376,344
Number of shares were forfeited		257,649
Common stock, shares outstanding				4,312,500
Subsequent event
Subsequent Event [Line Items]
Number of shares issued	5,000,000
Aggregate purchase price	$ 50.0
Purchase price per share	$ 10.00