0001410578-21-000357 | 10-Q | XBRL Viewer | Digital Transformation Opportunities Corp

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 19, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40177
Entity Registrant Name	DIGITAL TRANSFORMATION OPPORTUNITIES CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3984427
Entity Address, Address Line One	10485 NE 6th Street, Unit 3930
Entity Address, City or Town	Bellevue
Entity Address State Or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	360
Local Phone Number	949-1111
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001839998
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	DTOCU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock, included as part of the units
Trading Symbol	DTOC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		33,350,000
Redeemable Warrants Exercisable For Class Common Stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one share
Trading Symbol	DTOCW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,337,500

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Cash	$ 882,897
Prepaid Expenses	484,176
Total current assets	1,367,073
Deferred offering costs		$ 9,572
Other noncurrent assets	202,661
Cash and securities held in Trust Account	333,511,971
Total Assets	335,081,705	9,572
Liabilities and Stockholders' Deficit
Accounts payable and accrued expenses	296,618	10,406
Total current liabilities	296,618	10,406
Deferred underwriting fee	11,672,500
Warrant liability	9,923,402
Total liabilities	21,892,520	10,406
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(20,311,649)	(834)
Total stockholders' deficit	(20,310,815)	(834)
Total Liabilities and Stockholders' Deficit	335,081,705	$ 9,572
Class A Common Stock Subject to Redemption
Liabilities and Stockholders' Deficit
Class A Common Stock subject to possible redemption, 33,350,000 and no shares at redemption value, at September 30, 2021 and December 31, 2020, respectively	333,500,000
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 834

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 12, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001				$ 0.0001
Preferred stock, shares authorized	1,000,000				1,000,000
Preferred stock, shares issued	0				0
Preferred stock, shares outstanding	0				0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000				200,000,000
Common shares, shares issued	33,350,000				0
Common shares, shares outstanding	33,350,000				0
Class A Common Stock Subject to Redemption
Temporary equity, shares issued	33,350,000				0
Temporary equity, shares outstanding	33,350,000				0
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	0				0
Common shares, shares outstanding	0				0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000				20,000,000
Common shares, shares issued	8,337,500				0
Common shares, shares outstanding	8,337,500				0

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 396,908	$ 689,656
Loss from Operations	(396,908)	(689,656)
Other income (expense):
Interest income	6,854	11,971
Offering costs allocated to warrants		(659,746)
Change in fair value of warrant liability	3,644,959	10,298,868
Total other income	3,651,813	9,651,093
Net income	3,254,905	8,961,437
Class A Common Stock
Other income (expense):
Net income	$ 2,603,924	$ 6,830,730
Weighted average shares outstanding, Basic	33,350,000	25,325,940
Weighted average shares outstanding, Diluted	33,350,000	25,325,940
Basic net income per share	$ 0.08	$ 0.27
Diluted net income per share	$ 0.08	$ 0.27
Class B Common Stock
Other income (expense):
Net income	$ 650,981	$ 2,130,707
Weighted average shares outstanding, Basic	8,337,500	7,899,908
Weighted average shares outstanding, Diluted	8,337,500	7,899,908
Basic net income per share	$ 0.08	$ 0.27
Diluted net income per share	$ 0.08	$ 0.27

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class A Common Stock	Class B Common Stock Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020					$ 0	$ (834)	$ (834)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor			$ 863		24,137	0	25,000
Issuance of common stock to Sponsor (in shares)			8,625,000
Excess of cash received over fair value of private placement warrants					586,880	0	586,880
Forfeiture of common stock by Sponsor			$ (29)		29	0
Forfeiture of common stock by Sponsor(In Shares)			(287,500)
Net income (loss)					0	(409,578)	(409,578)
Accretion of common stock subject to possible redemption					(611,046)	(29,272,252)	(29,883,298)
Balance at the end at Mar. 31, 2021			$ 834		0	(29,682,664)	(29,681,830)
Balance at the end (in shares) at Mar. 31, 2021			8,337,500
Balance at the beginning at Dec. 31, 2020					0	(834)	(834)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		$ 6,830,730		$ 2,130,707			8,961,437
Balance at the end at Sep. 30, 2021			$ 834		0	(20,311,649)	(20,310,815)
Balance at the end (in shares) at Sep. 30, 2021	0		8,337,500
Balance at the beginning at Mar. 31, 2021			$ 834		0	(29,682,664)	(29,681,830)
Balance at the beginning (in shares) at Mar. 31, 2021			8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					0	6,116,110	6,116,110
Balance at the end at Jun. 30, 2021			$ 834		0	(23,566,554)	(23,565,720)
Balance at the end (in shares) at Jun. 30, 2021			8,337,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		$ 2,603,924		$ 650,981	0	3,254,905	3,254,905
Balance at the end at Sep. 30, 2021			$ 834		$ 0	$ (20,311,649)	$ (20,310,815)
Balance at the end (in shares) at Sep. 30, 2021	0		8,337,500

CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Sep. 30, 2021 USD ($)
Cash flows from operating activities:
Net income	$ 8,961,437
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(11,971)
Offering costs allocated to warrants	659,746
Change in fair value of warrant liability	(10,298,868)
Changes in operating assets and liabilities:
Prepaid assets	(686,837)
Accrued expenses	225,784
Net cash used in operating activities	(1,150,709)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(333,500,000)
Net cash used in investing activities	(333,500,000)
Cash Flows from Financing Activities:
Proceed from sale of Class B common stock to initial stockholders	25,000
Proceeds from sale of Units, net of underwriting discount	326,830,000
Proceeds from issuance of Private Placement Warrants	9,170,000
Proceeds from promissory note - related party	212,215
Repayment of promissory note - related party	(212,215)
Payment of offering costs	(491,394)
Net cash provided by financing activities	335,533,606
Net change in cash	882,897
Cash, beginning of period	0
Cash, end of the period	882,897
Supplemental disclosure of cash flow information:
Deferred underwriters' discount payable charged to additional paid-in capital	$ 11,672,500

Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization and Business Operations

Organization and Business Operations

Note 1 — Organization and Business Operations

Digital Transformation Opportunities Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on November 17, 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”).

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 March 9, 2021. On March 12, 2021, the Company consummated the IPO of 33,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at $10.00 per Unit, generating gross proceeds of $333,500,000, which is discussed in Note 4. Each Unit consists of one share of common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,113,333 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Digital Transformation Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,170,000, which is discussed in Note 5.

Transaction costs of the IPO amounted to $18,903,894 consisting of $6,670,000 of underwriting fee, $11,672,500 of deferred underwriting fee, and $561,394 of other offering costs.

Following the closing of the IPO on March 12, 2021, $333,500,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. 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 and to pay up to $100,000 in dissolution expenses, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the IPO (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO or during any Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would 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 at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

The Company has until 24 months from the closing of the IPO on March 12, 2021 to complete an initial Business Combination (the “Combination Period”). However, if the Company is unable to complete its initial Business Combination within the Combination Period or during any Extension Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not

previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of this the IPO or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of this the IPO or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a stockholder vote to amend the amended and restated certificate of incorporation (an “Extension Period”), and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the Company’s initial Business Combination.

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) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less 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 underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (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 believes 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.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $0.9 million in its operating bank account, and working capital of approximately $1.1 million.

The Company’s liquidity needs up to March 12, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 7) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 which was paid in full on March 12, 2021 from the IPO proceeds (see Note 7). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan.

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

Risks and Uncertainties

Management is 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

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as "shares not subject to redemption."

However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report.

Impact of the Restatement

The impacts to the balance sheets as of March 12, 2021, March 31, 2021 and June 30, 2021 and the statements of operations for the three months ended March 31, 2021, and the three and six months ended June 30, 2021 are presented below:


	As				As
	Reported		Adjustment		Restated
Balance Sheet as of March 12, 2021 (as revised in footnote 2 of form 10Q filed on May 21, 2021)
Common Stock subject to possible redemption ($)	$	298,603,290	$	34,896,710	$	333,500,000

Class A common stock, $0.0001 par value		349		(349)		—
Class B common stock, $0.0001 par value		863		—		863
Additional Paid in Capital		5,691,637		(5,691,637)		—
Accumulated Deficit		(692,847)		(29,204,724)		(29,897,571)
Total Stockholders' Equity (Deficit)	$	5,000,002	$	(34,896,710)	$	(29,896,708)
Number of shares subject to redemption		29,860,329		3,489,671		33,350,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 21, 2021)
Common Stock subject to possible redemption ($)	$	298,818,160	$	34,681,840	$	333,500,000

Class A common stock, $0.0001 par value		347		(347)		—
Class B common stock, $0.0001 par value		834		—		863
Additional Paid in Capital		5,409,241		(5,409,241)		—
Accumulated Deficit		(410,412)		(29,272,252)		(29,682,664)
Total Stockholders' Equity (Deficit)	$	5,000,010	$	(34,681,840)	$	(29,681,830)
Number of shares subject to redemption		29,881,816		3,468,184		33,350,000

Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 21, 2021)

Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants	$	303,616,702		(303,616,702)		—
Initial value of common stock subject to possible redemption		(298,603,290)		298,602,290		—
Change in common stock subject to possible redemption		(214,870)		214,870		—
Accretion of common stock subject to possible redemption		—		(29,883,298)		(29,883,298)

Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 21, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		29,861,403		(22,820,847)		7,040,556
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	—	$	(0.03)	$	(0.03)
Weighted average shares outstanding, non-redeemable common stock		8,542,433		(1,532,294)		7,010,139
Basic and diluted net loss per share, non-redeemable common stock	$	(0.05)	$	0.02	$	(0.03)

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 23, 2021)
Common Stock subject to possible redemption ($)	$	304,934,279	$	28,565,721	$	333,500,000

Class A common stock, $0.0001 par value		286		(286)		—
Class B common stock, $0.0001 par value		834		—		834
Additional Paid in Capital		—		—		—
Accumulated Deficit		4,998,881		(28,565,435)		(23,566,554)
Total Stockholders' Equity (Deficit)	$	5,000,001	$	(28,565,721)	$	(23,565,720)
Number of shares subject to redemption		30,493,428		2,856,572		33,350,000

Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 (per form 10-Q filed on August 23, 2021)
Change in common stock subject to possible redemption		(6,116,119)		6,116,119		—

Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 23, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		29,888,537		3,461,463		33,350,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	0.15	$	0.15
Weighted average shares outstanding, non-redeemable common stock		11,798,963		(3,461,463)		8,337,500
Basic and diluted net income per share, non-redeemable common stock	$	0.52	$	(0.37)	$	0.15

Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 23, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		29,883,648		(9,615,692)		20,267,956
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	0.20	$	0.20
Weighted average shares outstanding, non-redeemable common stock		10,245,561		(2,568,075)		7,677,486
Basic and diluted net income per share, non-redeemable common stock	$	0.56	$	(0.36)	$	0.20

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Significant Accounting Policies

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 audited financial statements as of December 31, 2020 and for the period from November 17, 2020 (inception) through December 31, 2020 included in the registration statement on Form S-1/A as filed with the SEC on March 1, 2021. The interim results for the three 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 in U.S. Treasury securities.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (which are discussed in 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 Class A common stock were charged to stockholders' equity upon the completion of the Initial Public Offering.

Common Stock Subject to Possible Redemption

All of the 33,350,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively.

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

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 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 two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,450,833 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented.

The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.

Reconciliation of Net Income per Common Share

The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A

and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows:


	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2021		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	2,603,924	$	6,830,730
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		33,350,000		25,325,940
Basic and diluted net income per share	$	0.08	$	0.27
Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	650,981	$	2,130,707
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		8,337,500		7,899,908
Basic and diluted net income per common share	$	0.08	$	0.27

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

Recent Accounting Pronouncements

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. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other 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 March 12, 2021, the Company sold 33,350,000 Units, at a purchase price of $10.00 per Unit, which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).

Public Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO 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 Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 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 adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of Class A 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 Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A 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 Class A common stock underlying such Unit.

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00

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

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00

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

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and

●

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The “fair market value” of the Class A common stock for the above purpose shall mean the volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants the on a cashless basis.

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 6,113,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,170,000, 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.

The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

On January 8, 2021, the Company’s Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. On March 9, 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, which included an aggregate of up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriter in full. On March 12, 2021, the underwriter partially exercised its over-allotment option, hence, 837,500 Founder Shares were no longer subject to forfeiture. On March 15, 2021, the underwriter forfeited the remaining over-allotment option, and hence 287,500 shares of Class B common stock were subsequently forfeited.

On March 9, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors, and 150,000 Founder Shares to Kyle Francis, the Company’s Chief Financial Officer, as an inducement to serve as Officer and directors of the Company, for a sales price of $0.003 per share, or an aggregate of $450 (the “purchase price”). The transferred shares shall vest upon the Company consummating an initial business combination. In the event that a recipient ceases to serves as either Officer or directors prior to the vesting date, the Sponsor has the option to repurchase the shares at the purchase price. The fair value of the transferred shares at March 9, 2021, was estimated using a Monte Carlo simulation model to be approximately $1.6 million in the aggregate. The Company will record the fair value of the transferred shares as Officer and director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor.

The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of this the IPO or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of this the IPO or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a stockholder vote to amend the amended and restated certificate of incorporation (an “Extension Period”), and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the Company’s initial Business Combination.

With certain limited exceptions, the Founder Shares will not be transferable or assignable by until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On January 8, 2021, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. During the period from January 8, 2021 to March 12, 2021, the Company had borrowed $212,215 under the promissory note. On March 12, 2021, the Company paid the $212,215 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 $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At September 30, 2021, no Working Capital Loans were outstanding.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

The underwriter had a 45 -day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On March 12, 2021, the underwriter partially exercised the over-allotment option to purchase 3,350,000 Units, and was paid a fixed underwriting discount in aggregate of $6,670,000. On March 15, 2021, the underwriter forfeited the remaining 1,150,000 Units of the over-allotment option. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $11,672,500 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.

Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity

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.

Class A Common Stock— The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At September 30, 2021 and December 31, 2020, there were 33,350,000 and 0 shares issued and outstanding, including 33,350,000 and no shares subject to possible redemption, respectively.

Class B Common Stock— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At September 30, 2021 and December 31, 2020, there were 8,337,500 and 0 shares issued and outstanding, respectively.

The shares of Class B common stock will automatically convert into shares of the Company's Class A common stock at the time of its initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the IPO, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company's stockholders, with each share of common stock entitling the holder to one vote except as required by law.

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Measurements

Fair Value Measurements

Note 9 — Fair Value Measurements

The Company follows the guidance in ASC 820 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.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	September 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	333,511,971	$	333,511,971	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,710,354		5,710,354		—	$	—
Private Placement Warrants Liability		4,213,048		—		—		4,213,048
	$	9,923,402	$	5,710,354	$	—	$	4,213,048

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 March 12, 2021, the date of the Company’s Initial Public Offering using a Monte Carlo simulation model. The Company established the fair value of the Private Warrants on September 30, 2021 using a Monto Carlo simulation model. 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 April 30, 2021, the Public Warrant were trading separately from the Units, and the quoted market price was used to establish fair value, and the Public Warrants transferred to Level 1.

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


Fair Value as of January 1, 2021	$	—
Initial measurement on March 12, 2021		20,222,270
Change in valuation as of March 31, 2021		(325,697)
Fair Value as of March 31, 2021		19,896,573
Change in valuation as of June 30, 2021		(6,328,212)
Transfer of public warrants to Level 1		(7,770,550)
Fair Value as of June 30, 2021	$	5,797,811
Change in valuation as of September 30, 2021		(1,584,763)
Fair Value as of September 30, 2021	$	4,213,048

The key inputs into the Monte Carlo simulation as of March 12, 2021 and September 30, 2021 were as follows:


	(Initial Measurement)
	March 12, 2021			September 30, 2021
Inputs
Probability of completing a business combination		85	%		85	%
Risk-free interest rate		1.17	%		1.13	%
Expected term remaining (years)		6.43			5.87
Expected volatility		24.3	%		13.6	%
Stock price	$	9.924		$	9.70

- Definition

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

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events

Subsequent Events

Note 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

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 in 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

Income Taxes

Net Income Per Common Share

Reconciliation of Net Income per Common Share

and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows:


	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2021		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	2,603,924	$	6,830,730
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		33,350,000		25,325,940
Basic and diluted net income per share	$	0.08	$	0.27
Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	650,981	$	2,130,707
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		8,337,500		7,899,908
Basic and diluted net income per common share	$	0.08	$	0.27

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Pronouncements

Management does not believe that any other 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

Restatement of Previously Issued Financial Statements

Schedule of impact of the revised of balance sheets and statement of operation


	As				As
	Reported		Adjustment		Restated
Balance Sheet as of March 12, 2021 (as revised in footnote 2 of form 10Q filed on May 21, 2021)
Common Stock subject to possible redemption ($)	$	298,603,290	$	34,896,710	$	333,500,000

Class A common stock, $0.0001 par value		349		(349)		—
Class B common stock, $0.0001 par value		863		—		863
Additional Paid in Capital		5,691,637		(5,691,637)		—
Accumulated Deficit		(692,847)		(29,204,724)		(29,897,571)
Total Stockholders' Equity (Deficit)	$	5,000,002	$	(34,896,710)	$	(29,896,708)
Number of shares subject to redemption		29,860,329		3,489,671		33,350,000

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 21, 2021)
Common Stock subject to possible redemption ($)	$	298,818,160	$	34,681,840	$	333,500,000

Class A common stock, $0.0001 par value		347		(347)		—
Class B common stock, $0.0001 par value		834		—		863
Additional Paid in Capital		5,409,241		(5,409,241)		—
Accumulated Deficit		(410,412)		(29,272,252)		(29,682,664)
Total Stockholders' Equity (Deficit)	$	5,000,010	$	(34,681,840)	$	(29,681,830)
Number of shares subject to redemption		29,881,816		3,468,184		33,350,000

Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 21, 2021)

Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants	$	303,616,702		(303,616,702)		—
Initial value of common stock subject to possible redemption		(298,603,290)		298,602,290		—
Change in common stock subject to possible redemption		(214,870)		214,870		—
Accretion of common stock subject to possible redemption		—		(29,883,298)		(29,883,298)

Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 21, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		29,861,403		(22,820,847)		7,040,556
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	—	$	(0.03)	$	(0.03)
Weighted average shares outstanding, non-redeemable common stock		8,542,433		(1,532,294)		7,010,139
Basic and diluted net loss per share, non-redeemable common stock	$	(0.05)	$	0.02	$	(0.03)

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 23, 2021)
Common Stock subject to possible redemption ($)	$	304,934,279	$	28,565,721	$	333,500,000

Class A common stock, $0.0001 par value		286		(286)		—
Class B common stock, $0.0001 par value		834		—		834
Additional Paid in Capital		—		—		—
Accumulated Deficit		4,998,881		(28,565,435)		(23,566,554)
Total Stockholders' Equity (Deficit)	$	5,000,001	$	(28,565,721)	$	(23,565,720)
Number of shares subject to redemption		30,493,428		2,856,572		33,350,000

Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 (per form 10-Q filed on August 23, 2021)
Change in common stock subject to possible redemption		(6,116,119)		6,116,119		—

Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 23, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		29,888,537		3,461,463		33,350,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	0.15	$	0.15
Weighted average shares outstanding, non-redeemable common stock		11,798,963		(3,461,463)		8,337,500
Basic and diluted net income per share, non-redeemable common stock	$	0.52	$	(0.37)	$	0.15

Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 23, 2021)
Weighted average shares outstanding, Class A common stock subject to possible redemption		29,883,648		(9,615,692)		20,267,956
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	0.20	$	0.20
Weighted average shares outstanding, non-redeemable common stock		10,245,561		(2,568,075)		7,677,486
Basic and diluted net income per share, non-redeemable common stock	$	0.56	$	(0.36)	$	0.20

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Significant Accounting Policies

Reconciliation of Net Loss per Common Share


	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2021		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	2,603,924	$	6,830,730
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		33,350,000		25,325,940
Basic and diluted net income per share	$	0.08	$	0.27
Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	650,981	$	2,130,707
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		8,337,500		7,899,908
Basic and diluted net income per common share	$	0.08	$	0.27

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Measurements

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


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	September 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	333,511,971	$	333,511,971	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,710,354		5,710,354		—	$	—
Private Placement Warrants Liability		4,213,048		—		—		4,213,048
	$	9,923,402	$	5,710,354	$	—	$	4,213,048

Schedule of change in the fair value of the warrant liabilities


Fair Value as of January 1, 2021	$	—
Initial measurement on March 12, 2021		20,222,270
Change in valuation as of March 31, 2021		(325,697)
Fair Value as of March 31, 2021		19,896,573
Change in valuation as of June 30, 2021		(6,328,212)
Transfer of public warrants to Level 1		(7,770,550)
Fair Value as of June 30, 2021	$	5,797,811
Change in valuation as of September 30, 2021		(1,584,763)
Fair Value as of September 30, 2021	$	4,213,048

Schedule of quantitative information regarding Level 3 fair value measurements inputs


	(Initial Measurement)
	March 12, 2021			September 30, 2021
Inputs
Probability of completing a business combination		85	%		85	%
Risk-free interest rate		1.17	%		1.13	%
Expected term remaining (years)		6.43			5.87
Expected volatility		24.3	%		13.6	%
Stock price	$	9.924		$	9.70

Organization and Business Operations (Details)			3 Months Ended	9 Months Ended	21 Months Ended
Organization and Business Operations (Details)	Mar. 12, 2021 USD ($) $ / shares shares	Nov. 17, 2020 item	Mar. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item		1
Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants (in shares) \| shares			33,350,000
Proceeds from issuance of Private Placement Warrants				$ 9,170,000
Deferred underwriting fee				11,672,500	$ 11,672,500
Cash held outside the Trust Account				882,897	882,897
Payments for investment of cash in Trust Account				$ 333,500,000
Maturity term of U.S. government securities				185 days
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Maximum Allowed Dissolution Expenses				$ 100,000
Threshold Business Days For Redemption Of Public Shares				10 days
Operating bank account				$ 900,000	900,000
Working capital deficit				1,100,000	1,100,000
Aggregate purchase price			$ 25,000
Proceeds from promissory note - related party				$ 212,215
Threshold period from closing of public offering entity is obligated to complete business combination				24 months
Working Capital Loans
Subsidiary, Sale of Stock [Line Items]
Notes Payable, Related Parties				$ 0	$ 0
Sponsor \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				25,000
Proceeds from promissory note - related party				$ 300,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants (in shares) \| shares				1
Exercise price of warrant \| $ / shares				$ 9.20	$ 9.20
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants (in shares) \| shares	33,350,000				33,350,000
Purchase price, per unit \| $ / shares	$ 10.00			$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 333,500,000
Transaction Costs				$ 18,903,894	$ 18,903,894
Underwriting fees				6,670,000	6,670,000
Deferred underwriting fee				11,672,500	11,672,500
Other offering costs				561,394	$ 561,394
Payments for investment of cash in Trust Account				$ 333,500,000
Share Price \| $ / shares				$ 10.00	$ 10.00
Number of Shares Issued Per Unit \| shares	1
Number of Warrants Issued Per Unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant \| $ / shares	$ 11.50			$ 11.50	$ 11.50
Number of Shares Issued Per Unit \| shares	1
Number of Warrants Issued Per Unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares				6,113,333	6,113,333
Price of warrant \| $ / shares				$ 1.50	$ 1.50
Proceeds from issuance of Private Placement Warrants				$ 9,170,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants (in shares) \| shares	3,350,000			4,500,000
Purchase price, per unit \| $ / shares	$ 10.00

Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 12, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock warrant liabilities	$ 9,923,402
Total stockholders' deficit	(20,310,815)	$ (23,565,720)	$ (29,681,830)	$ (29,896,708)	$ (834)
Initial Public Offering
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Transaction Costs	18,903,894
Revision Adjustment \| Initial Public Offering
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit	5,000,000
Minimum net tangible assets upon consummation of business combination	5,000,001
Revision Adjustment \| Minimum [Member] \| Initial Public Offering
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock warrant liabilities	$ 5,000,000

- 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)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

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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Reference 5: 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(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
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-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Restatement of Previously Issued Financial Statements (Details) - USD ($)		3 Months Ended			6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 12, 2021	Dec. 31, 2020
Balance Sheet
Common Stock subject to possible redemption ($)	$ 333,500,000		$ 333,500,000	$ 333,500,000	$ 333,500,000		$ 333,500,000
Accumulated deficit	(29,682,664)	$ (20,311,649)	(23,566,554)	(29,682,664)	(23,566,554)	$ (20,311,649)	(29,897,571)	$ (834)
Total Stockholders' Equity (Deficit)	$ (29,681,830)	$ (20,310,815)	$ (23,565,720)	$ (29,681,830)	$ (23,565,720)	$ (20,310,815)	$ (29,896,708)	$ (834)
Number of shares subject to redemption	33,350,000		33,350,000	33,350,000	33,350,000		33,350,000
Statement of Changes in Stockholders' Equity
Accretion of common stock subject to possible redemption				$ (29,883,298)
As Reported
Balance Sheet
Common Stock subject to possible redemption ($)	$ 298,818,160		$ 304,934,279	298,818,160	$ 304,934,279		$ 298,603,290
Additional paid-in capital	5,409,241			5,409,241			5,691,637
Accumulated deficit	(410,412)		4,998,881	(410,412)	4,998,881		(692,847)
Total Stockholders' Equity (Deficit)	$ 5,000,010		$ 5,000,001	$ 5,000,010	$ 5,000,001		$ 5,000,002
Number of shares subject to redemption	29,881,816		30,493,428	29,881,816	30,493,428		29,860,329
Statement of Changes in Stockholders' Equity
Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants				$ 303,616,702
Initial value of common stock subject to possible redemption				(298,603,290)
Change in common stock subject to possible redemption			$ (6,116,119)	(214,870)
Adjustment
Balance Sheet
Common Stock subject to possible redemption ($)	$ 34,681,840		28,565,721	34,681,840	$ 28,565,721		$ 34,896,710
Additional paid-in capital	(5,409,241)			(5,409,241)			(5,691,637)
Accumulated deficit	(29,272,252)		(28,565,435)	(29,272,252)	(28,565,435)		(29,204,724)
Total Stockholders' Equity (Deficit)	$ (34,681,840)		$ (28,565,721)	$ (34,681,840)	$ (28,565,721)		$ (34,896,710)
Number of shares subject to redemption	3,468,184		2,856,572	3,468,184	2,856,572		3,489,671
Statement of Changes in Stockholders' Equity
Sale of 33,350,000 Units, net of offering expenses and fair value of public warrants				$ (303,616,702)
Initial value of common stock subject to possible redemption				298,602,290
Change in common stock subject to possible redemption			$ 6,116,119	214,870
Accretion of common stock subject to possible redemption				(29,883,298)
Class A Common Stock
Statement of Operations
Weighted average shares outstanding, Basic		33,350,000				25,325,940
Basic net income per share		$ 0.08				$ 0.27
Weighted average shares outstanding, Diluted		33,350,000				25,325,940
Diluted net (income) loss per share		$ 0.08	$ 0.08			$ 0.27
Class A Common Stock \| As Reported
Balance Sheet
Common stock	$ 347		$ 286	347	$ 286		$ 349
Class A Common Stock \| Adjustment
Balance Sheet
Common stock	(347)		(286)	(347)	(286)		(349)
Class B Common Stock
Balance Sheet
Common stock	863	$ 834	834	863	834	$ 834	863
Statement of Operations
Weighted average shares outstanding, Basic		8,337,500				7,899,908
Basic net income per share		$ 0.08				$ 0.27
Weighted average shares outstanding, Diluted		8,337,500				7,899,908
Diluted net (income) loss per share		$ 0.08				$ 0.27
Class B Common Stock \| As Reported
Balance Sheet
Common stock	$ 834		$ 834	$ 834	$ 834		$ 863
Class A Common Stock Subject to Redemption
Balance Sheet
Common Stock subject to possible redemption ($)		$ 333,500,000				$ 333,500,000
Statement of Operations
Weighted average shares outstanding, Basic	7,040,556		33,350,000		20,267,956
Basic net income per share	$ (0.03)		$ 0.15		$ 0.20
Weighted average shares outstanding, Diluted			3,461,463	7,040,556	20,267,956
Diluted net (income) loss per share			$ 0.15	$ (0.03)	$ 0.20
Class A Common Stock Subject to Redemption \| As Reported
Statement of Operations
Weighted average shares outstanding, Basic	29,861,403		29,888,537		29,883,648
Weighted average shares outstanding, Diluted			29,888,537	29,861,403	29,883,648.00
Class A Common Stock Subject to Redemption \| Adjustment
Statement of Operations
Weighted average shares outstanding, Basic	(22,820,847)		3,461,463		(9,615,692)
Basic net income per share	$ (0.03)		$ 0.15		$ 0.20
Weighted average shares outstanding, Diluted			3,461,463	(22,820,847)	(9,615,692)
Diluted net (income) loss per share			$ 0.15	$ (0.03)	$ 0.20
Non-Redeemable Common Stock
Statement of Operations
Weighted average shares outstanding, Basic	7,010,139		8,337,500		7,677,486
Basic net income per share	$ (0.03)		$ 0.15		$ 0.20
Weighted average shares outstanding, Diluted			8,337,500	7,010,139	7,677,486
Diluted net (income) loss per share			$ 0.15	$ (0.03)	$ 0.20
Non-Redeemable Common Stock \| As Reported
Statement of Operations
Weighted average shares outstanding, Basic	8,542,433		11,798,963		10,245,561
Basic net income per share	$ (0.05)		$ 0.52		$ 0.56
Weighted average shares outstanding, Diluted			11,798,963	8,542,433	10,245,561
Diluted net (income) loss per share			$ 0.52	$ (0.05)	$ 0.56
Non-Redeemable Common Stock \| Adjustment
Statement of Operations
Weighted average shares outstanding, Basic	(1,532,294)		(3,461,463)		(2,568,075)
Basic net income per share	$ 0.02		$ (0.37)		$ (0.36)
Weighted average shares outstanding, Diluted			(3,461,463)	(1,532,294)	(2,568,075)
Diluted net (income) loss per share			$ (0.37)	$ 0.02	$ (0.36)

Restatement of Previously Issued Financial Statements (Parenthetical) (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 12, 2021	Dec. 31, 2020
CONDENSED BALANCE SHEETS
Number of units sold	33,350,000
Class A Common Stock
CONDENSED BALANCE SHEETS
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class B Common Stock
CONDENSED BALANCE SHEETS
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

Significant Accounting Policies (Details) - USD ($)		3 Months Ended	9 Months Ended	21 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 12, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash equivalents			$ 0	$ 0	$ 0
Unrecognized tax benefits			0	0	0
Unrecognized tax benefits accrued for interest and penalties			$ 0	$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)			14,450,833
Federal depository insurance coverage			$ 250,000
Sale of stock in unit		33,350,000
Initial Public Offering
Sale of stock in unit	33,350,000			33,350,000

Significant Accounting Policies Reconciliation of Net Loss per Common Share (Details) - USD ($)		3 Months Ended			6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Interest earned on marketable securities held in Trust Account		$ 6,854				$ 11,971
Net income (loss)		3,254,905	$ 6,116,110	$ (409,578)		8,961,437
Class A Common Stock
Net income (loss)		$ 2,603,924				$ 6,830,730
Weighted average shares outstanding, Basic		33,350,000				25,325,940
Weighted average shares outstanding, Diluted		33,350,000				25,325,940
Basic net income per share		$ 0.08				$ 0.27
Diluted net income per share		$ 0.08	$ 0.08			$ 0.27
Class A Common Stock Subject to Redemption
Weighted average shares outstanding, Basic	7,040,556		33,350,000		20,267,956
Weighted average shares outstanding, Diluted			3,461,463	7,040,556	20,267,956
Basic net income per share	$ (0.03)		$ 0.15		$ 0.20
Diluted net income per share			$ 0.15	$ (0.03)	$ 0.20
Class B Common Stock
Net income (loss)		$ 650,981				$ 2,130,707
Weighted average shares outstanding, Basic		8,337,500				7,899,908
Weighted average shares outstanding, Diluted		8,337,500				7,899,908
Basic net income per share		$ 0.08				$ 0.27
Diluted net income per share		$ 0.08				$ 0.27

- Definition

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

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+ Details

Initial Public Offering (Details)		3 Months Ended	9 Months Ended	21 Months Ended
Initial Public Offering (Details)	Mar. 12, 2021 $ / shares shares	Mar. 31, 2021 shares	Sep. 30, 2021 D $ / shares shares	Sep. 30, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares		33,350,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares			1
Exercise price of warrants			$ 9.20	$ 9.20
Public warrants exercisable term from the closing of the initial public offering			12 months
Public Warrants exercisable term after the completion of a business combination			30 days
Public warrants expiration term			5 years	5 years
Threshold issue price per share			$ 9.20
Percentage of gross proceeds on total equity proceeds			60.00%
Threshold trading days determining volume weighted average price			20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)			115.00%
Stock price trigger for redemption of public warrants (in dollars per share)			$ 18.00
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)			180
Public Warrants \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Threshold trading days determining volume weighted average price			10 days
Threshold maximum period for filing registration statement after business combination			60 days
Exercise price by surrendering of whole warrants			$ 0.361
Average reported sale price			10 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Subsidiary, Sale of Stock [Line Items]
Redemption price per public warrant (in dollars per share)			$ 0.10
Minimum threshold written notice period for redemption of public warrants			30 days
Threshold Number of Business Days Before Sending Notice of Redemption to Warrant Holders			three
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)			$ 10.00
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Redemption price per public warrant (in dollars per share)			$ 0.01
Minimum threshold written notice period for redemption of public warrants			30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)			$ 18.00
Threshold trading days for redemption of public warrants \| D			20
Threshold consecutive trading days for redemption of public warrants \| D			30
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)			$ 18.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	33,350,000			33,350,000
Purchase price, per unit	$ 10.00		10.00	$ 10.00
Number of shares in a unit \| shares	1
Number of warrants in a unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit \| shares	1
Number of warrants in a unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Exercise price of warrants	$ 11.50		$ 11.50	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	3,350,000		4,500,000
Purchase price, per unit	$ 10.00
Maximum number of shares issued to underwriters \| shares	4,500,000

Private Placement (Details)	9 Months Ended
Private Placement (Details)	Sep. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 9,170,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued \| shares	6,113,333
Price of warrants \| $ / shares	$ 1.50
Aggregate purchase price	$ 9,170,000

Related Party Transactions - Founder Shares (Details)					3 Months Ended	9 Months Ended
Related Party Transactions - Founder Shares (Details)	Mar. 15, 2021 shares	Mar. 12, 2021 shares	Mar. 09, 2021 USD ($) $ / shares shares	Jan. 08, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) D $ / shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 25,000
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination						100.00%
Threshold period from closing of public offering entity is obligated to complete business combination						24 months
Founder Shares
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture		837,500
Founder Shares \| Kyle Francis
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 450
Price per share \| $ / shares			$ 0.003
Stock Transferred During Period Shares			150,000
Founder Shares \| Officer and Director
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 1,600,000
Founder Shares \| Class B Common Stock \| Over-allotment option
Related Party Transaction [Line Items]
Underwriter forfeited the remaining over-allotment option	287,500
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $						$ 25,000
Founder Shares \| Sponsor \| Independent Directors
Related Party Transaction [Line Items]
Stock Transferred During Period Shares			25,000
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			8,625,000	7,187,500
Aggregate purchase price \| $				$ 25,000
Share dividend			0.2
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination						1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares						$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D						20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D						30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						150 days
Founder Shares \| Sponsor \| Class B Common Stock \| Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture			1,125,000

Related Party Transactions - Additional Information (Details) - USD ($)		2 Months Ended	9 Months Ended
	Mar. 12, 2021	Mar. 12, 2021	Sep. 30, 2021	Jan. 08, 2021
Related Party Transaction [Line Items]
Proceed from promissory note - related party			$ 212,215
Repayment of promissory note - related party			212,215
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note			0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Proceed from promissory note - related party		$ 212,215
Repayment of promissory note - related party	$ 212,215
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 2,000,000
Price of warrant			$ 1.50

Commitments and Contingencies (Details) - USD ($)	Mar. 15, 2021	Mar. 12, 2021	Sep. 30, 2021
Commitments And Contingencies [Line Items]
Deferred underwriting fee			$ 11,672,500
Initial Public Offering
Commitments And Contingencies [Line Items]
Percentage of deferred underwriting fee	3.50%
Deferred underwriting fee	$ 11,672,500
Deferred underwriting fee			$ 11,672,500
Over-allotment option
Commitments And Contingencies [Line Items]
Term for underwriters to purchase units to cover over-allotments		45 days
Maximum number of shares issued to underwriters		4,500,000
Underwriter partially exercised option to purchase		3,350,000
Fixed underwriter discount		$ 6,670,000
Underwriter forfeited remaining units	1,150,000

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Equity - Common Stock Shares (Details)	9 Months Ended
Stockholders' Equity - Common Stock Shares (Details)	Sep. 30, 2021 $ / shares shares	Jun. 30, 2021 $ / shares	Mar. 31, 2021 $ / shares	Mar. 12, 2021 $ / shares	Dec. 31, 2020 $ / shares shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000				200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	33,350,000				0
Common shares, shares outstanding (in shares)	33,350,000				0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	33,350,000				0
Class A common stock subject to possible redemption, outstanding (in shares)	33,350,000				0
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	0				0
Common shares, shares outstanding (in shares)	0				0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000				20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	8,337,500				0
Common shares, shares outstanding (in shares)	8,337,500				0
Common stock conversion basis	one-for-one
Ratio to be applied to the stock in the conversion	20
Common shares, votes per share	one

Fair Value Measurements (Details)	Sep. 30, 2021 USD ($)
Assets:
Marketable securities held in Trust Account	$ 333,511,971
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	9,923,402
Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	5,710,354
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	4,213,048
U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	333,511,971
Level 1
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	5,710,354
Level 1 \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	5,710,354
Level 1 \| U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	333,511,971
Level 3 \| Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	4,213,048
Level 3 \| Recurring \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	$ 4,213,048

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($)		3 Months Ended
	Mar. 12, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period		$ 5,797,811	$ 19,896,573
Issuance of Public and Private Warrants	$ 20,222,270
Change in fair value of warrant liabilities		(1,584,763)	(6,328,212)	$ (325,697)
Transfer of public warrants to Level 1			(7,770,550)
Warrant liabilities at end of period		$ 4,213,048	$ 5,797,811	$ 19,896,573

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2021 USD ($) Y	Mar. 12, 2021 USD ($) Y
Probability of completing a business combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Initial Measurement	85	85
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Initial Measurement	1.13	1.17
Expected term remaining (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Initial Measurement \| Y	5.87	6.43
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Initial Measurement	13.6	24.3
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants Initial Measurement \| $	9.70	9.924