Doma (DOMA) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 17, 2021
Document Information Line Items
Entity Registrant Name	Capitol Investment Corp. V
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001722438
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39754
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash		$ 86,962	$ 632,387
Prepaid expenses		666,008	695,350
Total Current Assets		752,970	1,327,737
Marketable securities held in Trust Account		345,006,438	345,012,580
TOTAL ASSETS		345,759,408	346,340,317
Current Liabilities
Accounts payable and accrued expenses		228,753	115,461
Promissory note – related party		400,000
Total Current Liabilities		628,753	115,461
Deferred underwriting payable		12,075,000	12,075,000
Warrant liabilities		23,400,000	30,680,000
Total Liabilities		36,103,753	42,870,461
Commitments and Contingencies
Temporary Equity
Class A common stock subject to possible redemption 30,465,565 shares at redemption value as of March 31, 2021 and 29,846,985 shares at redemption value as of December 31, 2020		304,655,650	298,469,850
Permanent Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital		7,469,090	13,654,828
Accumulated deficit		(2,470,351)	(8,656,150)
Total Permanent Equity		5,000,005	5,000,006
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY		345,759,408	346,340,317
Class A Common Stock
Permanent Equity
Common stock value		403	465
Total Permanent Equity		403	465
Class B Common Stock
Permanent Equity
Common stock value		863	863
Total Permanent Equity	[1]	$ 863	$ 863
[1]	As of December 31, 2019 and as of March 31, 2020, this number included an aggregate of up to 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. The over-allotment option was exercised by the underwriters in full.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption shares	30,465,565	29,846,985
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	4,034,435	4,653,015
Common stock, shares outstanding	4,034,435	4,653,015
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended
		Mar. 31, 2021	Mar. 31, 2020
Statement of Financial Position [Abstract]
Formation and operating costs		$ 1,139,720	$ 20
Loss from operations		(1,139,720)	(20)
Other income (expenses):
Interest earned on marketable securities held in Trust Account		47,359
Change in fair value of warrant liabilities		7,280,000
Unrealized loss on marketable securities held in Trust Account		(1,840)
Other income, net		7,325,519
Net income (loss)		$ 6,185,799	$ (20)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)		29,846,985
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)		$ 0
Basic and diluted weighted average shares, non-redeemable common stock (in Shares)		13,278,015	7,500,000
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share)	[1]	$ 0.47	$ 0
[1]	At March 31, 2021, excludes an aggregate of 30,465,565 shares subject to possible redemption.

Condensed Statements of Changes

Condensed Statements of Changes in Temporary Equity and Permanent Equity - USD ($)		Class A Common Stock	Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Temporary Equity	Total
Balance at Dec. 31, 2019			$ 863	[1]	$ 24,137	$ (11,142)		$ 13,858
Balance (in Shares) at Dec. 31, 2019	[1]		8,625,000
Net income (loss)				[1]		(20)		(20)
Balance at Mar. 31, 2020			$ 863	[1]	24,137	(11,162)		13,838
Balance (in Shares) at Mar. 31, 2020	[1]		8,625,000
Balance at Dec. 31, 2020		$ 465	$ 863	[1]	13,654,828	(8,656,150)	$ 298,469,850	5,000,006
Balance (in Shares) at Dec. 31, 2020		4,653,015	8,625,000	[1]			29,846,985
Change in value of Class A common stock subject to possible redemption		$ (62)		[1]	(6,185,738)		$ 6,185,800	(6,185,800)
Change in value of Class A common stock subject to possible redemption (in Shares)		(618,580)		[1]			618,580
Net income (loss)				[1]		6,185,799		6,185,799
Balance at Mar. 31, 2021		$ 403	$ 863	[1]	$ 7,469,090	$ (2,470,351)	$ 304,655,650	$ 5,000,005
Balance (in Shares) at Mar. 31, 2021		4,034,435	8,625,000	[1]			30,465,565
[1]	As of December 31, 2019 and as of March 31, 2020, this number included an aggregate of up to 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. The over-allotment option was exercised by the underwriters in full.

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 6,185,799	$ (20)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(47,359)
Change in fair value of warrant liabilities	(7,280,000)
Unrealized loss on marketable securities held in Trust Account	1,840
Changes in operating assets and liabilities:
Prepaid expenses	29,342
Accounts payable and accrued expenses	113,292	128
Net cash (used in) provided by operating activities	(997,086)	108
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for franchise taxes	51,661
Net cash provided by investing activities	51,661
Cash Flows from Financing Activities:
Proceeds from promissory notes – related party	400,000	50,000
Payment of offering costs		(128)
Net cash provided by financing activities	400,000	49,872
Net Change in Cash	(545,425)	49,980
Cash – Beginning	632,387	26,794
Cash – Ending	86,962	76,774
Non-cash investing and financing activities:
Deferred underwriting fee payable	12,075,000
Change in value of Class A common stock subject to possible redemption	$ 6,185,800

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Capitol Investment Corp. V (the “ Company Business Combination As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (“ Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on December 1, 2020. On December 4, 2020, the Company consummated the Initial Public Offering of 34,500,000 units (the “ Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 5,833,333 warrants (each, a “ Private Placement Warrant Private Placement Warrants Sponsors Transaction costs amounted to $19,469,085, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $494,085 of other offering costs. Of the $19,469,085 of transaction costs, $873,424 were allocable to warrant liabilities and expensed. Following the closing of the Initial Public Offering on December 4, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account Investment Company Act The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. Placing funds in the Trust Account may not protect those funds from third-party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Sponsors have agreed that they will be liable jointly and severally 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 other 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 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose or (2) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote), in each case where stockholders may seek to convert their Public Shares into their pro rata pro rata SEC Initial Stockholders The Company’s certificate of incorporation was amended prior to the Initial Public Offering to provide that the Company will continue in existence only until December 4, 2022 or during any extended time that the Company has to consummate a Business Combination beyond December 4, 2022 as a result of a stockholder vote to amend its amended and restated certificate of incorporation. If the Company has not completed a Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding down, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company but net of taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the rights of public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Stockholders will be entitled to receive a full pro rata pro rata On March 2, 2021, Capitol announced that it entered into a definitive merger agreement for its initial business combination with Doma Holdings, Inc., or Doma, a leading force for disruptive change in the residential real estate industry. Doma uses machine intelligence to replace large portions of the antiquated residential real estate closing process with instant technology solutions. Doma’s machine intelligence algorithms are being trained and optimized on 30 years of historical anonymized closing transaction data, allowing Doma to make underwriting decisions in less than a minute and significantly reduce the time, effort and cost of the entire process. In connection with the transaction, Capitol entered into various subscription agreements with certain third-party investors (the “PIPE Investors”) pursuant to which the PIPE Investors have committed to make private investments in public equity in the form of Class A common stock in the aggregate amount of $300 million, for which the PIPE Investors will receive an aggregate of 30 million shares of common stock in the combined company. It is expected that Mark D. Ein will join the combined company’s board of directors upon completion of the transaction. Liquidity As of March 31, 2021, the Company had $86,962 in its operating bank accounts, $345,006,438 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith, and working capital of $174,217, which excludes franchise and income taxes payable of $50,000, as such amounts may be paid from interest earned on the Trust Account. For the quarter ended March 31, 2021, interest income which is available to pay the Company’s tax obligations amounted to approximately $45,160. Through March 31, 2021, the Company had withdrawn approximately $51,700 from the Trust Account to pay franchise taxes. In February 2021, the Sponsors and the independent directors collectively committed to provide the Company an aggregate of $970,000 in loans. In May 2021, the Sponsors and the independent directors collectively committed to provide the Company an additional $756,000 in loans. The loans, if issued, as well as any future loans that may be made by the Company’s officers and directors (or their affiliates), will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $2,000,000 of the notes may be converted into warrants at a price of $1.50 per warrant at the option of the lender. As of March 31, 2021, the Company had an outstanding balance of $400,000 under such promissory notes. On April 20, 2021, the Company issued an additional $300,000 under such promissory notes. None of the notes had been converted to warrants. The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsors may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or May 17, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 11, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 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 and Smaller Reporting Company 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 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 condensed 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. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of its Class A common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) the Company’s annual revenues exceeded $100 million during such completed fiscal year and the market value of its Class A common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. Use of Estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets in the Trust Account were held in cash and U.S. Treasury Bills. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, Note 7 and Note 8) 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 consolidated statement of operations in the period of change. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 March 31, 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 is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 17,333,333 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. 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 includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since the original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A common stock as these shares do not have any redemption features. Non-redeemable common stocks participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended March 31, 2021 March 31, 2020 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account, net of franchise taxes $ — $ — Net income allocable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 29,846,985 — Basic and diluted net income per share $ 0.00 $ — Non-Redeemable Common Stock Numerator: Earnings allocable to non-redeemable common stock Net income (loss) $ 6,185,799 $ (20 ) Less: Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net income (loss) $ 6,185,799 $ (20 ) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 13,278,015 7,500,000 Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.47 $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a purchase price of $10.00 per unit. Each unit consists of one share of Class A common stock in the Company and one third of one redeemable warrant (the “ Warrants Newly Issued Price Market Value The Warrants are exercisable commencing on the later of 30 days after the Company’s completion of a Business Combination and 12 months from the closing of the Initial Public Offering and expire five years from the completion of a Business Combination. Only whole Warrants are exercisable. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Warrant holders. The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon a cashless exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 . ● 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 prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of Class A common stock except as otherwise described below; ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if, and only if, the last reported sale price of Class A common stock is less than $18.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for 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 Warrants, as described above. The “fair market value” of Class A common stock will mean the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per Warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsors and independent directors purchased 5,833,333 Private Placement Warrants at $1.50 per warrant (for an aggregate purchase price of $8,750,000) from the Company. $6,900,000 of the proceeds received from the Private Placement Warrants purchases were placed in the Trust Account. The Private Placement Warrants are identical to the Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. Additionally, the holders of the Private Placement Warrants have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the shares of common stock issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Administrative Services Agreement The Company presently occupies office space provided by two affiliates of the Company’s executive officers. Such affiliates have agreed that, until the Company consummates a Business Combination, they will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company agreed, commencing on December 1, 2020, to pay such affiliates an aggregate of up to $20,000 per month for such services. For the quarter ended March 31, 2020, the Company incurred $60,000 in fees for these services, of which is included in accounts payable and accrued expenses in the accompanying condensed balance sheets. Promissory Notes — Related Party The Company issued an aggregate of $150,000 principal amount unsecured promissory notes to the Sponsors on October 20, 2017, as amended on February 21, 2020. On February 21, 2020, the Company issued an aggregate of $50,000 principal amount unsecured promissory notes to the Sponsors, of which $50,000 was funded on such date. On November 3, 2020, the Company amended and restated the October 20, 2017 promissory notes and the February 21, 2020 promissory notes, and issued an additional aggregate of $50,000 principal amount unsecured promissory notes to the Sponsors, for a total of $250,000 aggregate principal amount of promissory notes (the “ Promissory Notes In February 2021, the Sponsors and the independent directors collectively committed to provide the Company an aggregate of $970,000 in loans. In May 2021, the Sponsors and the independent directors collectively committed to provide the Company an additional $756,000 in loans. The loans, if issued, as well as any future loans that may be made by the Company’s officers and directors (or their affiliates), will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $2,000,000 of the notes may be converted into warrants at a price of $1.50 per warrant at the option of the lender. As of March 31, 2021, the Company had an outstanding balance of $400,000 under such promissory notes. On April 20, 2021, the company issued an additional $300,000 under such promissory notes. None of the notes had been converted to warrants.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2020, the holders of the shares of Class B common stock, Private Placement Warrants and any 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) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Contingent Fee Arrangement The Company has entered into a fee arrangement with a service provider pursuant to which certain fees incurred by the Company will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of March 31, 2021, the amount of these contingent fees was approximately $1,708,000. There can be no assurances that the Company will complete a Business Combination. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsors, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes its initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Underwriting Agreement The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering or an aggregate of $12,075,000, which were placed in the Trust Account. Consulting Agreements In December 2020, subsequent to the consummation of the Initial Public Offering, the Company entered into three consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining shareholder approval for an initial Business Combination. These agreements provide for an aggregate monthly fee of $62,500 and aggregate success fees of $1,100,000 payable upon the consummation of an initial Business Combination. The accrual amount under these agreements was zero and approximately $38,300 as of March 31, 2021 and December 31, 2020, respectively.

Permanent Equity and Temporary

Permanent Equity and Temporary Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
PERMANENT EQUITY AND TEMPORARY EQUITY	NOTE 7 — PERMANENT EQUITY AND TEMPORARY EQUITY Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, and December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 400,000,000 shares of Class A common stock and 50,000,000 shares of Class B common stock, both with a par value of $0.0001 per share. In connection with the organization of the Company, in May 2017, a total of 8,625,000 shares of Class B common stock were sold to the Sponsors at a price of approximately $0.003 per share, or $25,000, after giving retroactive effect to the dividend of approximately 0.17 shares for each share of Class B common stock outstanding in October 2017, the dividend of one share for each share of Class B common stock outstanding effectuated by the Company in May 2019. On November 3, 2020, the Company effected an approximately 0.8571-for-1 reverse stock split with respect to its Class B common stock, resulting in the Sponsors holding an aggregate of 8,625,000 founder shares. All share and per share amounts have been retroactively restated to reflect the stock dividends and the reverse stock split. This number included an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,125,000 founder shares are no longer subject to forfeiture. The holders of the founder shares have agreed that the founder shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities convertible or exercisable for shares of Class A common stock, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which the Class B common stock will convert into Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of such Class B common stock will equal, in the aggregate, 20% of the sum of the shares of common stock outstanding upon the completion of the Initial Public Offering plus the number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of redemptions), 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 Warrants. As of March 31, 2021, and December 31, 2020, there were 4,034,435 shares and 4,653,015 shares of Class A common stock issued and outstanding, respectively, excluding 30,465,565 shares and 29,846,985 shares of Class A common stock subject to possible redemption, respectively. As of March 31, 2021, and December 31, 2020, there was 8,625,000 shares of Class B common stock issued and outstanding.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8 — FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, Assets: Marketable securities held in Trust Account (1) 1 $ 345,006,438 Liabilities: Private Placement Warrants (2) 2 7,875,000 Public Warrants (2) 1 15,525,000 Description Level December 31, Assets: Marketable securities held in Trust Account (1) 1 $ 345,012,580 Liabilities: Private Placement Warrants (2) 3 10,325,000 Public Warrants (2) 3 20,355,000 (1) The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. Warrants 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. Subsequent Measurement The Warrants are measured at fair value on a recurring basis and were initially measured at fair value as Level 3 financial liabilities using a Monte Carlo simulation model through December 31, 2020 As of March 31, 2021, and December 31, 2020, the aggregate fair values of the Private Placement Warrants were $7.9 million and $10.3 million, respectively, and Public Warrants were $15.5 million and $20.4 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 10,325,000 $ 20,355,000 $ 30,680,000 Change in valuation inputs or other assumptions (1)(2) (2,450,000 ) (4,830,000 ) (7,280,000 ) Fair value as of March 31, 2021 $ 7,875,000 $ 15,525,000 $ 23,400,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations. (2) Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the three months ended March 31, 2021 when the Public Warrants were separately listed and traded.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS On April 20, 2021, the Company issued an aggregate of $300,000 of convertible promissory notes pursuant to the existing commitment letters made by Capitol Acquisition Management V LLC, an affiliate of Mark D. Ein, Capitol Acquisition Founder V LLC, an affiliate of L. Dyson Dryden, and Lawrence Calcano, Richard C. Donaldson, Raul J. Fernandez and Thomas S. Smith, Jr., each a member of the board of directors of the Company, to evidence loans in such amount made by the lenders. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	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 Securities and Exchange Commission (“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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 11, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 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	Emerging Growth Company and Smaller Reporting Company 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 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 condensed 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. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of its Class A common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) the Company’s annual revenues exceeded $100 million during such completed fiscal year and the market value of its Class A common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets in the Trust Account were held in cash and U.S. Treasury Bills.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, Note 7 and Note 8) 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 consolidated statement of operations in the period of change.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 March 31, 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 is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 17,333,333 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. 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 includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since the original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A common stock as these shares do not have any redemption features. Non-redeemable common stocks participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended March 31, 2021 March 31, 2020 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account, net of franchise taxes $ — $ — Net income allocable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 29,846,985 — Basic and diluted net income per share $ 0.00 $ — Non-Redeemable Common Stock Numerator: Earnings allocable to non-redeemable common stock Net income (loss) $ 6,185,799 $ (20 ) Less: Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net income (loss) $ 6,185,799 $ (20 ) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 13,278,015 7,500,000 Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.47 $ (0.00 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 8 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per common stock	Three Months Ended March 31, 2021 March 31, 2020 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account, net of franchise taxes $ — $ — Net income allocable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 29,846,985 — Basic and diluted net income per share $ 0.00 $ — Non-Redeemable Common Stock Numerator: Earnings allocable to non-redeemable common stock Net income (loss) $ 6,185,799 $ (20 ) Less: Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net income (loss) $ 6,185,799 $ (20 ) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 13,278,015 7,500,000 Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.47 $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value of recurring basis Assets & liabilities	Description Level March 31, Assets: Marketable securities held in Trust Account (1) 1 $ 345,006,438 Liabilities: Private Placement Warrants (2) 2 7,875,000 Public Warrants (2) 1 15,525,000 Description Level December 31, Assets: Marketable securities held in Trust Account (1) 1 $ 345,012,580 Liabilities: Private Placement Warrants (2) 3 10,325,000 Public Warrants (2) 3 20,355,000 (1) The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis.
Schedule of fair value of warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 10,325,000 $ 20,355,000 $ 30,680,000 Change in valuation inputs or other assumptions (1)(2) (2,450,000 ) (4,830,000 ) (7,280,000 ) Fair value as of March 31, 2021 $ 7,875,000 $ 15,525,000 $ 23,400,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations. (2) Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the three months ended March 31, 2021 when the Public Warrants were separately listed and traded.

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended				3 Months Ended	12 Months Ended
	May 31, 2021	Apr. 20, 2021	Mar. 02, 2021	Feb. 28, 2021	Mar. 31, 2021	Dec. 04, 2020
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)						34,500,000
Over-allotment option, per share (in Dollars per share)						$ 10
Gross proceeds of public offering						$ 345,000,000
Unit price per share (in Dollars per share)					$ 10
Transaction costs					$ 19,469,085
Underwriting fees					6,900,000
Deferred underwriting fee					12,075,000
Other offering costs					494,085
Closing initial public offering					$ 12,075,000
Initial public offering price per unit (in Dollars per share)						$ 10
Sponsor, description					The Sponsors have agreed that they will be liable jointly and severally 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 other 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 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, there can be no assurance that they will be able to satisfy those obligations should they arise.
Redemption of public shares, percentage					20.00%	100.00%
Net tangible assets					$ 5,000,001
Dissolution expenses						$ 100,000
Trust account price per share (in Dollars per share)						$ 10
Closing transaction terms year			30 years
Cash					86,962
Marketable securities held in trust account					345,006,438
working capital					174,217
Franchise and income taxes payable					50,000
Amount deposit in trust account					45,160
Franchise taxes					$ 51,700
Loans				$ 970,000
Warrants price, per share (in Dollars per share)					$ 1.50
Outstanding balance of promissory note					$ 400,000
Warrant Liability [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs					19,469,085
Warrant liability expanses					$ 873,424
Founders Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)						5,833,333
Unit price per share (in Dollars per share)						$ 1.50
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Additional loans	$ 756,000
Warrants	$ 2,000,000
Warrants price, per share (in Dollars per share)	$ 1.50
Issued an additional shares on promissory note (in Shares)		300,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)						4,500,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Closing initial public offering						$ 345,000,000
Board of Directors [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds of public offering						$ 8,750,000
Class A Common Stock [Member] | PIPE Investors [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate amount			$ 300,000,000
Aggregate shares received (in Shares)			30,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2021USD ($)shares
Accounting Policies [Abstract]
Emerging growth, description	(1) the market value of its Class A common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) the Company’s annual revenues exceeded $100 million during such completed fiscal year and the market value of its Class A common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.
Effect of warrants sold in initial public offering and private placement to purchase shares of common stock | shares | shares	17,333,333
Federal depository insurance coverage | $	$ 250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account, net of franchise taxes
Net income allocable to Class A common stock subject to possible redemption
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in Shares)	29,846,985
Basic and diluted net income per share (in Dollars per share)	$ 0
Numerator: Earnings allocable to non-redeemable common stock
Net income (loss)	$ 6,185,799	$ (20)
Less: Net income allocable to Class A common stock subject to possible redemption
Non-redeemable net income (loss)	$ 6,185,799	$ (20)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	13,278,015	7,500,000
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share)	$ 0.47	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Initial Public Offering (Details) [Line Items]
Sale of stock, number of shares (in Shares) | shares	34,500,000
Offering price per unit shares	$ 10
Total equity proceeds percentage	60.00%
Exercise price	$ 9.20
Market value percentage	115.00%
Redemption trigger price	$ 18
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock, number of shares (in Shares) | shares	4,500,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Purchase price of per share	$ 11.50
Issue price	$ 9.20
Market value percentage	180.00%
Redemption trigger price	$ 10
Redemption of warrants	$ 18
Warrants be exercisable (in Shares) | shares	0.361
Class A Common Stock [Member] | Exceeds $18.00 [Member]
Initial Public Offering (Details) [Line Items]
Description of warrants	Once the Warrants become exercisable, the Company may call the Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Warrant holders.
Class A Common Stock [Member] | Exceeds $10.00 [Member]
Initial Public Offering (Details) [Line Items]
Description of warrants	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 prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of Class A common stock except as otherwise described below; ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if, and only if, the last reported sale price of Class A common stock is less than $18.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for 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 Warrants, as described above.

Private Placement (Details)

Private Placement (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 04, 2020
Private Placement (Details) [Line Items]
Warrant price (in Dollars per share)	$ 10
Proceeds received from the founder warrants purchase	$ 6,900,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price amount	$ 8,750,000
Founders Warrants [Member]
Private Placement (Details) [Line Items]
Warrant price (in Dollars per share)		$ 1.50
Founders Warrants [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase of founder warrants (in Shares)	5,833,333
Warrant price (in Dollars per share)	$ 1.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended			3 Months Ended	12 Months Ended
	Apr. 20, 2021	Feb. 28, 2021	Dec. 04, 2020	Mar. 31, 2021	Dec. 01, 2020	May 31, 2021	Feb. 21, 2020	Oct. 20, 2017
Related Party Transactions (Details) [Line Items]
Sponsor services fees				$ 60,000	$ 20,000
Additional issues							$ 250,000
Additional unsecured promissory note							50,000
Outstanding under such promissory notes			$ 250,000
Outstanding balance				400,000
Additional issue	$ 300,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Additional loans						$ 756,000
Sponsors and Independent Directors [Member]
Related Party Transactions (Details) [Line Items]
Aggregate loan amount		$ 970,000
Promissory Note		$ 2,000,000
Price per warrant (in Dollars per share)		$ 1.50
Sponsors and Independent Directors [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Additional loans						$ 756,000
Sponsors [Member]
Related Party Transactions (Details) [Line Items]
Additional issues				$ 50,000			$ 50,000	$ 150,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Contingent fees	$ 1,708,000
Convertible loans into warrants	$ 2,000,000
Warrants of price (in Dollars per share)	$ 1.50
Deferred fee percentage	3.50%
Gross proceeds of the initial public offering	$ 12,075,000
Aggregate annual fees		$ 62,500
Aggregate success fees		1,100,000
Accrual amount	$ 0	$ 38,300

Permanent Equity and Temporar_2

Permanent Equity and Temporary Equity (Details) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 31, 2017	Mar. 31, 2021	Dec. 31, 2020	Nov. 03, 2020	May 31, 2017
Permanent Equity and Temporary Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Dividens shares	0.17
Number includes an aggregate sahres		1,125,000
Founder shares transferred, description		The holders of the founder shares have agreed that the founder shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.
Converted shares, percentage		20.00%
Sponsors [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Sponsors holding shares				8,625,000
Founder shares [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Founder shares		1,125,000
Common Class A [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Common stock, shares authorized		400,000,000	400,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares outstanding		4,034,435	4,653,015
Sponsors price, per share (in Dollars per share)		$ 11.50
Common stock, shares issued		4,034,435	4,653,015
Common stock subject to possible redemption shares		30,465,565	29,846,985
Common Class B [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares outstanding		8,625,000	8,625,000
Common stock, shares issued		8,625,000	8,625,000
Common Class B [Member] | Sponsors [Member]
Permanent Equity and Temporary Equity (Details) [Line Items]
Common stock, shares outstanding					8,625,000
Sponsors price, per share (in Dollars per share)					$ 0.003
Dividend price (in Dollars)					$ 25,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate value	$ 15.5	$ 20.4
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate value	$ 7.9	$ 10.3

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value of recurring basis Assets & liabilities - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2021	Dec. 31, 2020
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	[1]	$ 345,006,438	$ 345,012,580
Liabilities:
Public Warrants	[2]	15,525,000
Level 2 [Member]
Liabilities:
Private Placement Warrants	[2]	$ 7,875,000
Level 3 [Member]
Liabilities:
Private Placement Warrants	[2]		10,325,000
Public Warrants	[2]		$ 20,355,000
[1]	The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature.
[2]	Measured at fair value on a recurring basis.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($)		3 Months Ended
		Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value		$ 23,400,000	$ 30,680,000
Change in valuation inputs or other assumptions	[1],[2]	(7,280,000)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value		7,875,000	10,325,000
Change in valuation inputs or other assumptions	[1],[2]	(2,450,000)
Public [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value		15,525,000	$ 20,355,000
Change in valuation inputs or other assumptions	[1],[2]	$ (4,830,000)
[1]	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the condensed statement of operations.
[2]	Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the three months ended March 31, 2021 when the Public Warrants were separately listed and traded.

Subsequent Events (Details)

Subsequent Events (Details)	1 Months Ended
	Apr. 20, 2021USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Convertible promissory notes	$ 300,000