0001493152-21-029551 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Nov. 15, 2021
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-39871
Entity Registrant Name	SAB BIOTHERAPEUTICS, INC.
Entity Central Index Key	0001833214
Entity Tax Identification Number	85-3899721
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2100 East 54th Street North
Entity Address, City or Town	Sioux Falls
Entity Address, State or Province	SD
Entity Address, Postal Zip Code	57104
City Area Code	605
Local Phone Number	679-6980
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		43,474,779
Common Stock, $0.0001 par value per share [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SABS
Security Exchange Name	NASDAQ
Warrants Each Exercisable for Common Stock [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	SABSW
Security Exchange Name	NASDAQ
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Big Cypress Acquisition Corp.
Entity Address, Address Line Two	300 W. 41st Street
Entity Address, Address Line Three	Suite 202
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33140

- Details

Name:	us-gaap_StatementClassOfStockAxis=BCYP_WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
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Data Type:	na
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Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Cash	$ 667,873	$ 84,836
Prepaid Expenses	102,742	2,258
Total current assets	770,615	87,094
Deferred offering costs		235,111
Marketable securities held in Trust Account	116,158,244
Total Assets	116,928,859	322,205
Liabilities and Stockholders’ (Deficit) Equity
Accrued offering costs and expenses	322,376	156,201
Promissory note – related party		150,000
Total current liabilities	322,376	306,201
Deferred underwriting fee	4,220,500
Warrant liability	5,529,312
Total liabilities	10,072,188	306,201
Commitments and Contingencies
Common Stock subject to possible redemption, 11,500,000 and no shares at redemption value of $10.10 at September 30, 2021 and December 31, 2020, respectively	116,150,000
Stockholders’ (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,292,200 and 2,875,000 shares issued and outstanding (excluding 11,500,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively	330	288
Additional paid-in capital		24,712
Accumulated deficit	(9,293,659)	(8,996)
Total stockholders’ (deficit) equity	(9,293,329)	16,004
Total Liabilities and Stockholders’ (Deficit) Equity	$ 116,928,859	$ 322,205

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Temporary Equity, Shares Issued	11,500,000	0
Redemption price	$ 10.10	$ 10.10
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
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	3,292,200	2,875,000
Common stock, shares outstanding	3,292,200	2,875,000

Condensed Statement of Operations (Unudited) - USD ($)	3 Months Ended	9 Months Ended
Condensed Statement of Operations (Unudited) - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Operating costs	$ 335,552	$ 704,011
Loss from Operations	(335,552)	(704,011)
Other income (expense):
Interest earned on marketable securities held in Trust Account	2,929	8,244
Offering costs allocated to warrants		(359,874)
Change in fair value of warrant liability	1,794	1,495,871
Total other income (expense)	4,723	1,144,241
Net (loss) income	$ (330,829)	$ 440,230
Basic and diluted weighted average shares outstanding	14,792,200	14,224,714
Basic and diluted net (loss) income per common share	$ (0.02)	$ 0.03

Condensed Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance as of June 30, 2021, as restated at Dec. 31, 2020	$ 288	$ 24,712	$ (8,996)	$ 16,004
Balance, shares at Dec. 31, 2020	2,875,000
Sale of 11,500,000 Units, net of underwriting discount and offering expenses	$ 1,150			1,150
Sale of 11,500,000 Units, net of underwriting discount and offering expenses, shares	11,500,000
Sale of 417,200 Private Placement Units, net of private warrant liability and proceeds used to overfund trust account	$ 42	2,771,995		2,772,037
Sale of 417,200 Private Placement Units, net of private warrant liability and proceeds used to overfund trust account, Shares	417,200
Proceeds received from sale of shares to representative		2,105		2,105
Net Income( loss)			2,973,220	2,973,220
Common stock subject to possible redemption	$ (1,150)			(1,150)
Common stock subject to redemption, shares	(11,500,000)
Accretion of common stock subject to possible redemption		(2,798,812)	(9,724,893)	(12,523,705)
Ending balance, value at Mar. 31, 2021	$ 330		(6,760,669)	(6,760,339)
Balance, shares at Mar. 31, 2021	3,292,200
Balance as of June 30, 2021, as restated at Dec. 31, 2020	$ 288	24,712	(8,996)	16,004
Balance, shares at Dec. 31, 2020	2,875,000
Net Income( loss)				440,230
Ending balance, value at Sep. 30, 2021	$ 330		(9,293,659)	(9,293,329)
Balance, shares at Sep. 30, 2021	3,292,200
Balance as of June 30, 2021, as restated at Mar. 31, 2021	$ 330		(6,760,669)	(6,760,339)
Balance, shares at Mar. 31, 2021	3,292,200
Net Income( loss)			(2,202,161)	(2,202,161)
Ending balance, value at Jun. 30, 2021	$ 330		(8,962,830)	(8,962,500)
Balance, shares at Jun. 30, 2021	3,292,200
Net Income( loss)			(330,829)	(330,829)
Ending balance, value at Sep. 30, 2021	$ 330		$ (9,293,659)	$ (9,293,329)
Balance, shares at Sep. 30, 2021	3,292,200

Condensed Statement of Changes in Stockholders' Equity (Deficit) (Parenthetical)	3 Months Ended
	Mar. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of unit	11,500,000
Sale of private unit	417,200

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Sep. 30, 2021 USD ($)
Cash flows from operating activities:
Net Income	$ 440,230
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(8,244)
Offering costs allocated to warrants	359,874
Change in fair value of warrant liability	(1,495,871)
Changes in operating assets and liabilities:
Prepaid assets	(100,484)
Accrued expenses	251,154
Net cash used in operating activities	(553,341)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(116,150,000)
Net cash used in investing activities	(116,150,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts	113,470,500
Proceeds from sale of Private Placement Units	4,172,000
Proceeds from sale of representative shares	2,105
Repayment of promissory note – related party	(150,000)
Payment of deferred offering costs	(208,227)
Net cash provided by financing activities	117,286,378
Net change in cash	583,037
Cash, beginning of period	84,836
Cash, end of the period	667,873
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	116,150,000
Initial classification of warrant liability	7,025,183
Deferred underwriters’ discount payable charged to additional paid-in capital	$ 4,220,500

Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

As of September 30, 2021, Big Cypress Acquisition Corp. (the “Company”), our predecessor, was a blank check company incorporated in Delaware on November 12, 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 (“Business Combination”).

Prior to the Business Combination (described in Note 10), the Company had one subsidiary, Big Cypress Merger Sub Inc., a direct, wholly-owned subsidiary of the Company incorporated in Delaware on June 17, 2021 (“Merger Sub”).

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2021 (the “Effective Date”). On January 14, 2021, the Company consummated the IPO of 11,500,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold (the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 4. Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 417,200 units (the “Placement Units”), at a price of $10.00 per unit, in a private placement to Big Cypress Holdings LLC, a Delaware limited liability company which acted as the Company’s sponsor in connection with the IPO (the “Sponsor”), generating gross proceeds of $4,172,000, which is discussed in Note 5.

Transaction costs of the IPO amounted to $6,108,360 consisting of $1,529,500 of underwriting fee, $4,220,500 of deferred underwriting fee, and $358,360 of other offering costs, and of which $359,874 were allocated to expense associated with the warrant liability.

Following the closing of the IPO on January 14, 2021, $116,150,000 ($10.10 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this IPO and the sale of the Placement Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 15 months (or up to 21 months) from the closing of this IPO, 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.

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 either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if the Company fails to complete the initial business combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $10.10 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 $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to 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 this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Risks and Uncertainties

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

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate certain of its previously reported financial statements. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.10 per common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of certain of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the common stock and determined that the common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all common stock subject to possible redemption, resulting in the common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and common stock.

In connection with the change in presentation for the common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the restatement on the Company’s financial statements is reflected in the following table:

	As Reported			Adjustment			As Restated
Balance Sheet as of January 14, 2021 (as revised in footnote 2 per form 10-Q filed on May 21, 2021)
Common Stock subject to possible redemption	$	101,131,827		$	15,018,173		$	116,150,000

Common stock, $0.0001 par value		479			(149	)		330
Additional Paid in Capital		5,359,507			(5,359,507	)		—
Accumulated Deficit		(359,892	)		(9,658,517	)		(10,018,499	)
Total Stockholders’ Equity (Deficit)	$	5,000,004		$	(15,018,173	)	$	(10,018,169	)
Number of shares subject to redemption		10,013,052			1,486,948			11,500,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 21, 2021)
Common Stock subject to possible redemption	$	104,389,656	$	11,760,344		$	116,150,000

Common stock, $0.0001 par value		445		(115	)		330
Additional Paid in Capital		2,035,336		(2,035,336	)		—
Retained Earnings (Accumulated Deficit)		2,964,224		(9,724,892	)		(6,760,669	)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(11,760,344	)	$	(6,760,339	)
Number of shares subject to redemption		10,335,609		1,164,391			11,500,000

Unaudited Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 21, 2021)

Basic and diluted weighted average shares outstanding, common stock subject to redemption		3,532,050		9,538,777			13,070,827
Basic and diluted net income per common share	$	0.84	$	(0,61	)	$	0.23

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 9, 2021)
Common Stock subject to possible redemption ($)	$	102,187,499	$	13,962,501		$	116,150,000

Common stock, $0.0001 par value		467		(137	)		330
Additional Paid in Capital		4,237,471		(4,237,471	)		—
Retained Earnings (Accumulated Deficit)		762,063		(9,724,893	)		(8,962,830	)
Total Stockholders’ Equity (Deficit)	$	5,000,002	$	(13,962,501	)	$	(8,962,500	)
Number of shares subject to redemption		10,117,574		1,382,426			11,500,000

Unaudited Statement of Operations For the three and six months ended June 30, 2021 (per form 10-Q filed on August 9, 2021)
Three months ended June 30, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		4,443,103			10,349,097			14,792,000
Basic and diluted net loss per common share	$	(0.50	)	$	0.35		$	(0.15	)

Six months ended June 30, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		4,162,957			9,773,212			13,936,269
Basic and diluted net loss per common share	$	0.18		$	(0.12	)	$	0.06

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 3 — 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 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a 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 for the year ended December 31, 2020 as filed with the SEC on April 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (each as defined herein and collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs amounted to $6,108,360, of which $359,874 were allocated to expense associated with the warrant liability.

Common Stock Subject to Possible Redemption

All of the 11,500,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	116,150,000
Less:
Proceeds allocated to Public Warrants		(6,775,220	)
Common stock issuance costs		(5,748,485	)
Plus:
Accretion of carrying value to redemption value		12,523,705

Common stock subject to possible redemption	$	116,150,000

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the period ended September 30, 2021.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of any warrants sold in the Initial Public Offering and the private placement to purchase 5,958,600 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Accretion of the carrying value of common stock to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share:

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	(330,829	)	$	440,230
Denominator:
Weighted-average shares outstanding		14,792,200			14,224,714

Basic and diluted net income (loss) per share	$	(0.02	)	$	0.03

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.

Fair Value of Financial Instruments

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 9 for additional information on assets and liabilities measured at fair value.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

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.

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering

Initial Public Offering

Note 4 — Initial Public Offering

Public Units

On January 14, 2021, the Company initially sold 11,500,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, and one-half warrant to purchase one share of common stock (the “Public Warrants”).

Public Warrants

Each whole Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The Warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.

Once the warrants become exercisable, the Company may call the warrants for redemption:

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
	●	if, and only if, the reported last sale price of the 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 three business days before the Company send the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Private Placement

9 Months Ended

Sep. 30, 2021

Private Placement

Private Placement

Note 5 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 417,200 Placement Units, at a price of $10.00 per Placement Unit, for an aggregate purchase price of $4,172,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust.

Each Placement Unit was identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”). The Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company does not complete its initial business combination within 15 months (or up to 21 months) from the closing of this IPO, the proceeds from the sale of the Placement Units held in the trust account will be used to fund the redemption of its public shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

On November 12, 2020, the Company issued 2,156,250 shares of common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. On December 7, 2020, the Sponsor forfeited 161,719 founder shares to the Company and Ladenburg Thalmann & Co. Inc., the representative of the underwriters, and certain of its employees (“Ladenburg”) purchased from the Company an aggregate of 161,719 representative shares at an average purchase price of approximately $0.012 per share, for an aggregate purchase price of $1,875.

On January 3, 2021, the Company effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 founder shares outstanding (including up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part). As a result of the underwriters’ election to fully exercise of their over-allotment option on January 14, 2021, the 375,000 shares are no longer subject to forfeiture.

On January 4, 2021, the Sponsor forfeited 28,750 founder shares to the Company and Ladenburg and certain of its employees purchased from the Company an aggregate of 28,750 representative shares at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230. As a result, the Sponsor currently owns 2,630,625 shares.

The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Representative Shares

On December 7, 2020, the Sponsor forfeited 161,719 founder shares to the Company and Ladenburg and certain of its employees purchased from the Company an aggregate of 161,719 representative shares at an average purchase price of approximately $0.012 per share, for an aggregate purchase price of $1,875. On January 4, 2021, the Sponsor forfeited 28,750 founder shares to the Company and Ladenburg and certain of its employees purchased from the Company an aggregate of 28,750 representative shares at an average purchase price of approximately $0.008 per share, for an aggregate purchase price of $230. Following the 1/3 common stock dividend effected January 3, 2020 (as described herein), Ladenburg and certain of its employees now hold an aggregate of 244,375 representative shares (of which up to 31,875 were subject to forfeiture). As a result of the underwriters’ election to fully exercise of their over-allotment option, the 31,875 shares are no longer subject to forfeiture.

Ladenburg and certain of its employees have entered into a subscription agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their representative shares, as applicable, and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their representative shares, as applicable, (iii) waive their rights to liquidating distributions from the trust account with respect to their representative shares if the Company fails to complete the initial business combination within the Combination Period.

Promissory Note — Related Party

On November 19, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $250,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. As of December 31, 2020, the Company had drawn down $150,000 under the promissory note. On January 14, 2021, the Company paid the $150,000 balance on the note from the proceeds of the IPO.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Placement Units. At September 30, 2021, no Working Capital Loans were outstanding.

Administrative Service Fee

The Company has agreed to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company has recorded $30,000 and $90,000 in service fee expense, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Underwriting Agreement

The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 14, 2021, the underwriter fully exercised its over-allotment option.

Upon consummation of the IPO on January 14, 2021, the underwriters were paid a cash underwriting fee of 1.33% of the gross proceeds of the IPO, or $1,529,500 in the aggregate.

The underwriters are entitled to deferred underwriting fee of 3.67% of the gross proceeds of the IPO, or $4,220,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Registration Rights

The holders of the founder shares, representative shares, placement units, and units that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders’ Equity

Note 8 — Stockholders’ Equity

Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue a total of 50,000,000 share of common stock at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were 3,292,200 and 2,875,000 shares issued and outstanding, excluding 11,500,000 and no shares subject to possible redemption, respectively.

The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	116,158,244	$	116,158,244	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,290,000	$	5,290,000	$	—	$	—
Private Placement Warrants Liability		239,312		—		—		239,312
	$	5,529,312	$	5,290,000	$	—	$	239,312

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations.

The Company established the initial fair value of the Public Warrants and Private Warrants on January 14, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. On September 30, 2021, the Company established the fair value of the Private Warrants using a Monto Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date and the Private Warrants were classified as Level 3 at September 30, 2021 due to the use of unobservable inputs. As of September 30, 2021, the Public Warrant were transferred to Level 1 due to the use of the quote market price.

The following table presents the changes in the fair value of the Level 3 liabilities:

	Private Placement Warrants			Public Warrants			Warrant Liabilities
Fair Value as of December 31, 2020	$	—		$	—		$	—
Initial measurement on January 14, 2021		249,963			6,775,220			7,025,183
Change in valuation		(10,651	)		(1,485,220	)		(1,495,871	)
Transferred to Level 1		—			(5,290,000	)		(5,290,000	)
Balance, September 30, 2021	$	239,312		$	—		$	239,312

The key inputs into the Monte Carlo simulation as of January 14, 2021 and September 30, 2021 were as follows:

	(Initial Measurement)
Inputs	January 14, 2021			September 30, 2021
Risk-free interest rate		0.60	%		1.00	%
Expected term remaining (years)		5.67			5.14
Expected volatility		24.2	%		18.7	%
Stock price	$	9.41		$	10.08

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Business Combination Agreement

Business Combination

On October 22, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of the agreement and plan of merger, dated as of June 21, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Big Cypress Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and SAB Biotherapeutics, Inc., a Delaware corporation (“OLD SAB”).

Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into OLD SAB (the “Merger”), with OLD SAB as the surviving company in the Merger, and, after giving effect to such Merger, OLD SAB was renamed SAB Sciences, Inc. and became a wholly-owned subsidiary of the Company and (ii) the Company changed its name to “SAB Biotherapeutics, Inc.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of OLD SAB outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) based on the agreed upon OLD SAB equity value of $300 million (the “Equity Value”) and a conversion rate of $10.10; (ii) each outstanding vested and unvested option to purchase shares of OLD SAB common stock was exchanged for a comparable option to purchase Common Stock, based on the Equity Value and a conversion rate of $10.10; and (iii) holders of vested options to purchase shares of OLD SAB common stock received, in the aggregate, 1,507,124 restricted stock units (the “Earnout RSUs”) related to shares of Common Stock.

Additionally, holders of OLD SAB common stock and preferred stock are entitled to receive their pro rata share of the shares of Common Stock that were issued into escrow at the Closing (the “Earnout Shares”) which will be released if certain conditions are met within the five-year period following the Closing (the “Earnout Period”). The total number of Earnout Shares and shares underlying the Earnout RSUs equaled 12,000,000 shares of Common Stock, in the aggregate.

No fraction of a share of Common Stock was issued at the Closing, and each person who was otherwise entitled to a fraction of a share of Common Stock (after aggregating all fractional shares of Common Stock that otherwise would be received by such holder) received the number of shares of Common Stock rounded in the aggregate to the nearest whole share of Common Stock.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities.

Warrant Liabilities

Warrant Liabilities

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	116,150,000
Less:
Proceeds allocated to Public Warrants		(6,775,220	)
Common stock issuance costs		(5,748,485	)
Plus:
Accretion of carrying value to redemption value		12,523,705

Common stock subject to possible redemption	$	116,150,000

Income Taxes

Income Taxes

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share:

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	(330,829	)	$	440,230
Denominator:
Weighted-average shares outstanding		14,792,200			14,224,714

Basic and diluted net income (loss) per share	$	(0.02	)	$	0.03

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 9 for additional information on assets and liabilities measured at fair value.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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.

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Financial Statements is Reflected

The impact of the restatement on the Company’s financial statements is reflected in the following table:

	As Reported			Adjustment			As Restated
Balance Sheet as of January 14, 2021 (as revised in footnote 2 per form 10-Q filed on May 21, 2021)
Common Stock subject to possible redemption	$	101,131,827		$	15,018,173		$	116,150,000

Common stock, $0.0001 par value		479			(149	)		330
Additional Paid in Capital		5,359,507			(5,359,507	)		—
Accumulated Deficit		(359,892	)		(9,658,517	)		(10,018,499	)
Total Stockholders’ Equity (Deficit)	$	5,000,004		$	(15,018,173	)	$	(10,018,169	)
Number of shares subject to redemption		10,013,052			1,486,948			11,500,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 21, 2021)
Common Stock subject to possible redemption	$	104,389,656	$	11,760,344		$	116,150,000

Common stock, $0.0001 par value		445		(115	)		330
Additional Paid in Capital		2,035,336		(2,035,336	)		—
Retained Earnings (Accumulated Deficit)		2,964,224		(9,724,892	)		(6,760,669	)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(11,760,344	)	$	(6,760,339	)
Number of shares subject to redemption		10,335,609		1,164,391			11,500,000

Unaudited Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 21, 2021)

Basic and diluted weighted average shares outstanding, common stock subject to redemption		3,532,050		9,538,777			13,070,827
Basic and diluted net income per common share	$	0.84	$	(0,61	)	$	0.23

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 9, 2021)
Common Stock subject to possible redemption ($)	$	102,187,499	$	13,962,501		$	116,150,000

Common stock, $0.0001 par value		467		(137	)		330
Additional Paid in Capital		4,237,471		(4,237,471	)		—
Retained Earnings (Accumulated Deficit)		762,063		(9,724,893	)		(8,962,830	)
Total Stockholders’ Equity (Deficit)	$	5,000,002	$	(13,962,501	)	$	(8,962,500	)
Number of shares subject to redemption		10,117,574		1,382,426			11,500,000

Unaudited Statement of Operations For the three and six months ended June 30, 2021 (per form 10-Q filed on August 9, 2021)
Three months ended June 30, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		4,443,103			10,349,097			14,792,000
Basic and diluted net loss per common share	$	(0.50	)	$	0.35		$	(0.15	)

Six months ended June 30, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		4,162,957			9,773,212			13,936,269
Basic and diluted net loss per common share	$	0.18		$	(0.12	)	$	0.06

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Common Stock Reflected on the Balance Sheet

As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	116,150,000
Less:
Proceeds allocated to Public Warrants		(6,775,220	)
Common stock issuance costs		(5,748,485	)
Plus:
Accretion of carrying value to redemption value		12,523,705

Common stock subject to possible redemption	$	116,150,000

Schedule of reconciliation compute basic and diluted net income (loss) per share

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share:

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	(330,829	)	$	440,230
Denominator:
Weighted-average shares outstanding		14,792,200			14,224,714

Basic and diluted net income (loss) per share	$	(0.02	)	$	0.03

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	116,158,244	$	116,158,244	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,290,000	$	5,290,000	$	—	$	—
Private Placement Warrants Liability		239,312		—		—		239,312
	$	5,529,312	$	5,290,000	$	—	$	239,312

Schedule of Change in Fair Value Liabilities

The following table presents the changes in the fair value of the Level 3 liabilities:

	Private Placement Warrants			Public Warrants			Warrant Liabilities
Fair Value as of December 31, 2020	$	—		$	—		$	—
Initial measurement on January 14, 2021		249,963			6,775,220			7,025,183
Change in valuation		(10,651	)		(1,485,220	)		(1,495,871	)
Transferred to Level 1		—			(5,290,000	)		(5,290,000	)
Balance, September 30, 2021	$	239,312		$	—		$	239,312

Schedule of Key Inputs into Monte Carlo Simulation

The key inputs into the Monte Carlo simulation as of January 14, 2021 and September 30, 2021 were as follows:

	(Initial Measurement)
Inputs	January 14, 2021			September 30, 2021
Risk-free interest rate		0.60	%		1.00	%
Expected term remaining (years)		5.67			5.14
Expected volatility		24.2	%		18.7	%
Stock price	$	9.41		$	10.08

Organization and Business Operations (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	Jan. 14, 2021	Mar. 31, 2021	Sep. 30, 2021
Proceeds from IPO			$ 116,150,000
Description of units	In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Pro rata interest	$ 10.10
Agreement Description	In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $10.10 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 $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to 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 this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.		The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares.
Maximum [Member]
Interest to pay dissolution expenses	$ 100,000
Sponsor [Member] \| Closing of the IPO [Member]
Unit issued price	$ 10.00		$ 10.00
Sale of units	417,200		417,200
Proceeds from sale of units	$ 4,172,000		$ 4,172,000
Common Stock [Member]
Units issued during the period, shares		11,500,000
Unit issued price	$ 11.50		$ 12.50
Warrant [Member]
Transaction costs			$ 359,874
Warrant liability expense	$ 359,874
IPO [Member]
Units issued during the period, shares	11,500,000
Unit issued price	$ 10.00
Description of units	Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share.
Proceeds from sale of units	$ 116,150,000
Transaction costs	6,108,360		$ 6,108,360
Underwriting fee	1,529,500
Deferred underwriting fee	4,220,500
Other offering costs	$ 358,360
Agreement Description	The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.
Over-Allotment Option [Member]
Units issued during the period, shares	1,500,000
Unit issued price	$ 10.10
Proceeds from IPO	$ 115,000,000

Schedule of Financial Statements is Reflected (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Jan. 14, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock subject to possible redemption		$ 116,150,000	$ 116,150,000	$ 116,150,000		$ 116,150,000
Common stock - $0.0001 par value	$ 330	330	330	330	$ 330	330	$ 288
Additional paid-in-capital							24,712
Accumulated deficit	(9,293,659)	(8,962,830)	(6,760,669)	(8,962,830)	(9,293,659)	(10,018,499)	(8,996)
Total stockholders' equity	$ (9,293,329)	$ (8,962,500)	$ (6,760,339)	$ (8,962,500)	$ (9,293,329)	$ (10,018,169)	$ 16,004
Number of shares subject to redemption		11,500,000	11,500,000	11,500,000		11,500,000
Basic and diluted weighted average shares outstanding, common stock subject to redemption	14,792,200	14,792,000	13,070,827	13,936,269	14,224,714
Basic and diluted net loss per common share	$ (0.02)	$ (0.15)	$ 0.23	$ 0.06	$ 0.03
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock subject to possible redemption		$ 102,187,499	$ 104,389,656	$ 102,187,499		$ 101,131,827
Common stock - $0.0001 par value		467	445	467		479
Additional paid-in-capital		4,237,471	2,035,336	4,237,471		5,359,507
Accumulated deficit		762,063	2,964,224	762,063		(359,892)
Total stockholders' equity		$ 5,000,002	$ 5,000,005	$ 5,000,002		$ 5,000,004
Number of shares subject to redemption		10,117,574	10,335,609	10,117,574		10,013,052
Basic and diluted weighted average shares outstanding, common stock subject to redemption	14,792,200	4,443,103	3,532,050	4,162,957	14,224,714
Basic and diluted net loss per common share	$ (0.02)	$ (0.50)	$ 0.84	$ 0.18
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock subject to possible redemption		$ 13,962,501	$ 11,760,344	$ 13,962,501		$ 15,018,173
Common stock - $0.0001 par value		(137)	(115)	(137)		(149)
Additional paid-in-capital		(4,237,471)	(2,035,336)	(4,237,471)		(5,359,507)
Accumulated deficit		(9,724,893)	(9,724,892)	(9,724,893)		(9,658,517)
Total stockholders' equity		$ (13,962,501)	$ (11,760,344)	$ (13,962,501)		$ (15,018,173)
Number of shares subject to redemption		1,382,426	1,164,391	1,382,426		1,486,948
Basic and diluted weighted average shares outstanding, common stock subject to redemption		10,349,097	9,538,777	9,773,212
Basic and diluted net loss per common share		$ 0.35	$ (0.61)	$ (0.12)

Schedule of Restatement of Balance Sheet (Details) (Parenthetical) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 14, 2021	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

Restatement of Previously Issued Financial Statements (Details Narrative)	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares
Accounting Changes and Error Corrections [Abstract]
[custom:CommonStockRedemptionValuePerShare-0] \| $ / shares	$ 10.10
Tangible Asset Impairment Charges \| $	$ 5,000,001

Schedule of Common Stock Reflected on the Balance Sheet (Details)	9 Months Ended
	Sep. 30, 2021 USD ($) shares
Accounting Policies [Abstract]
Gross proceeds from IPO	$ 116,150,000
Proceeds allocated to Public Warrants	(6,775,220)
Common stock issuance costs	(5,748,485)
Accretion of carrying value to redemption value	$ 12,523,705
Common stock subject to possible redemption \| shares	116,150,000

Schedule of reconciliation compute basic and diluted net income (loss) per share (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Allocation of net income (loss)	$ (330,829)	$ (2,202,161)	$ 2,973,220		$ 440,230
Weighted-average shares outstanding	14,792,200	14,792,000	13,070,827	13,936,269	14,224,714
Basic and diluted net income (loss) per share	$ (0.02)	$ (0.15)	$ 0.23	$ 0.06	$ 0.03
Previously Reported [Member]
Weighted-average shares outstanding	14,792,200	4,443,103	3,532,050	4,162,957	14,224,714
Basic and diluted net income (loss) per share	$ (0.02)	$ (0.50)	$ 0.84	$ 0.18

- Definition

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

+ References

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+ Details

Significant Accounting Policies (Details Narrative) - USD ($)		9 Months Ended
	Jan. 14, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Cash equivalents		$ 0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties Accrued		0	$ 0
Stock Issued		116,150,000
Cash FDIC amount		250,000
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant liability expense		359,874
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant liability expense	$ 6,108,360	$ 6,108,360
[custom:CommonStockSubjectToPossibleRedemptionShare]		11,500,000
Private Placement [Member] \| Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued		$ 5,958,600

Initial Public Offering (Details Narrative) - $ / shares		3 Months Ended
	Jan. 14, 2021	Mar. 31, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Share Price	$ 9.41		$ 10.08
Sale of stock description	In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Warrant price	$ 0.01
Redemption of warrants description	the reported last sale price of the 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 three business days before the Company send the notice of redemption to the warrant holders.
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		11,500,000
Unit issued price	$ 11.50		$ 12.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	11,500,000
Unit issued price	$ 10.00
Sale of stock description	Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share.
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	1,500,000
Unit issued price	$ 10.10
Share Price	$ 10.00

Private Placement (Details Narrative) - Sponsor [Member] - Closing of the IPO [Member] - USD ($)		9 Months Ended
	Jan. 14, 2021	Sep. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Sale of units	417,200	417,200
Unit issued price	$ 10.00	$ 10.00
Proceeds from sale of units	$ 4,172,000	$ 4,172,000

Related Party Transactions (Details Narrative) - USD ($)									3 Months Ended		9 Months Ended	12 Months Ended
	Dec. 07, 2021	Jan. 14, 2021	Jan. 14, 2021	Jan. 04, 2021	Jan. 03, 2021	Dec. 07, 2020	Nov. 19, 2020	Nov. 12, 2020	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Stock issued during the period										$ 1,150
Common stock, shares outstanding									3,292,200		3,292,200	2,875,000
Agreement description		In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $10.10 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 $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to 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 this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.									The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares.
Issuance of debt			$ 150,000
Service fee expenses									$ 30,000		$ 90,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Issuance of debt											$ 1,500,000
Working Capital Loan [Member] \| Officer And Directors [Member]
Related Party Transaction [Line Items]
Debt conversions											Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Placement Units. At September 30, 2021, no Working Capital Loans were outstanding.
Debt instrument convertible conversion price per share									$ 10.00		$ 10.00
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Sale of 11,500,000 Units, net of underwriting discount and offering expenses, shares		1,500,000
Shares issued price per share		$ 10.10	$ 10.10
IPO [Member]
Related Party Transaction [Line Items]
Sale of 11,500,000 Units, net of underwriting discount and offering expenses, shares		11,500,000
Shares issued price per share		$ 10.00	$ 10.00
Agreement description		The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.
IPO [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Issuance of debt												$ 150,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Shares forfeited during the period					375,000
Common stock, shares outstanding					2,875,000
Founder Shares [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock option exercised		375,000
Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument description							This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. As of December 31, 2020, the Company had drawn down $150,000 under the promissory note. On January 14, 2021, the Company paid the $150,000 balance on the note from the proceeds of the IPO
Other general and administrative expenses											$ 10,000
Sponsor [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Unsecured debt							$ 250,000
Sponsor [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Sale of 11,500,000 Units, net of underwriting discount and offering expenses, shares								2,156,250
Stock issued during the period								$ 25,000
Shares issued price per share								$ 0.012
Shares forfeited during the period	161,719			28,750		161,719
Shares owned				2,630,625
Agreement description				The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Ladenburg and Certain Employees [Member] \| Representative Shares [Member]
Related Party Transaction [Line Items]
Sale of 11,500,000 Units, net of underwriting discount and offering expenses, shares	161,719			28,750		161,719
Stock issued during the period	$ 1,875			$ 230		$ 1,875
Shares issued price per share	$ 0.012			$ 0.008		$ 0.012
Shares forfeited during the period				28,750	31,875
Stock option exercised				28,750
Shares owned					244,375

Commitments and Contingencies (Details Narrative) - USD ($)		9 Months Ended
	Jan. 14, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from IPO		$ 116,150,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Units issued during the period, shares	11,500,000
IPO [Member] \| Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Units issued during the period, shares	1,500,000
Cash underwriting fee, percentage	1.33%
Gross proceeds from IPO	$ 1,529,500
Underwriting fee percentage	3.67%
Proceeds from deferred underwriting	$ 4,220,500
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Units issued during the period, shares	1,500,000
Gross proceeds from IPO	$ 115,000,000
Over-Allotment Option [Member] \| Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Units issued during the period, shares	1,500,000

Stockholders’ Equity (Details Narrative) - $ / shares		9 Months Ended	12 Months Ended
Stockholders’ Equity (Details Narrative) - $ / shares	Jan. 14, 2021	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Mar. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued		3,292,200	2,875,000
Common stock, shares outstanding		3,292,200	2,875,000
Common stock shares redemption		11,500,000	0
Agreement description	In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $10.10 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 $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to 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 this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.	The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 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 after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares.
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued price per share	$ 11.50	$ 12.50

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Money Market held in Trust Account	$ 116,158,244
Public Warrants Liability	5,290,000
Private Placement Warrants Liability	239,312
Fair value of liabilities	5,529,312
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Money Market held in Trust Account	116,158,244
Public Warrants Liability	5,290,000
Private Placement Warrants Liability
Fair value of liabilities	5,290,000
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Money Market held in Trust Account
Public Warrants Liability
Private Placement Warrants Liability
Fair value of liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Money Market held in Trust Account
Public Warrants Liability
Private Placement Warrants Liability	239,312
Fair value of liabilities	$ 239,312

Schedule of Change in Fair Value Liabilities (Details) - Fair Value, Inputs, Level 3 [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Beginning
Initial Measurement	249,963
Change in valuation	(10,651)
Transferred to Level 1
Fair value of liabilities	239,312
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Beginning
Initial Measurement	6,775,220
Change in valuation	(1,485,220)
Transferred to Level 1	(5,290,000)
Fair value of liabilities
Warrants Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Beginning
Initial Measurement	7,025,183
Change in valuation	(1,495,871)
Transferred to Level 1	(5,290,000)
Fair value of liabilities	$ 239,312

Schedule of Key Inputs into Monte Carlo Simulation (Details) - $ / shares		9 Months Ended
	Jan. 14, 2021	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Risk-free interest rate	0.60%	1.00%
Expected term remaining (years)	5 years 8 months 1 day	5 years 1 month 20 days
Expected volatility	24.20%	18.70%
Stock price	$ 9.41	$ 10.08

Subsequent Events (Details Narrative) - USD ($)	Oct. 22, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 14, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Equity value		$ (9,293,329)	$ (8,962,500)	$ (6,760,339)	$ (10,018,169)	$ 16,004
Common Stock [Member]
Subsequent Event [Line Items]
Equity value		$ 330	$ 330	$ 330		$ 288
Subsequent Event [Member] \| Business Combination Agreement [Member]
Subsequent Event [Line Items]
Common stock, par value	$ 0.0001
Equity value	$ 300,000,000
Conversion price per share	$ 10.10
Aggregate of restricted stock units, shares	1,507,124
Subsequent Event [Member] \| Business Combination Agreement [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Aggregate of restricted stock units, shares	12,000,000

- 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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-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 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
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-Name Accounting Standards Codification
-Topic 210
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-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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-Name Accounting Standards Codification
-Topic 323
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-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details