CHP Merger (CHPM) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-39140
Entity Registrant Name	CHP MERGER CORP.
Entity Central Index Key	0001785041
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2590924
Entity Address, Address Line One	25 Deforest Avenue, Suite 108
Entity Address, City or Town	Summit
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07901
City Area Code	212
Local Phone Number	508-7090
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
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	CHPMU
Security Exchange Name	NASDAQ
Redeemable Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable common stock included as part of the units
Trading Symbol	CHPM
Security Exchange Name	NASDAQ
Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	CHPMW
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		30,000,000
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 380,589	$ 604,245
Prepaid expenses	34,421	0
Total Current Assets	415,010	604,245
Investments held in Trust Account	301,660,344	302,329,495
TOTAL ASSETS	302,075,354	302,933,740
Current liabilities
Accounts payable and accrued expenses	851,270	250,090
Income taxes payable	0	85,088
Total Current Liabilities	851,270	335,178
Warrant liability	12,650,000	36,700,000
Deferred underwriting fee payable	10,500,000	10,500,000
TOTAL LIABILITIES	24,001,270	47,535,178
Commitments and Contingencies
Class A common stock subject to possible redemption, 30,000,000 shares as of September 30, 2021 and December 31, 2020 (at $10.00 per share)	300,000,000	300,000,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated Deficit	(21,926,666)	(44,602,188)
Total Stockholders' Deficit	(21,925,916)	(44,601,438)
Total Liabilities and Stockholders' Deficit	302,075,354	302,933,740
Class A Common Stock [Member]
Stockholders' Deficit
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock	$ 750	$ 750

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
LIABILITIES AND STOCKHOLDERS' DEFICIT
Common stock, redemption price per share (in dollars per share)	$ 10	$ 10
Stockholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Common stock subject to possible redemption (in shares)	30,000,000	30,000,000
Common stock, redemption price per share (in dollars per share)	$ 10
Stockholders' Deficit
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	7,500,000	7,500,000
Common stock, shares outstanding (in shares)	7,500,000	7,500,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Loss from operations
General and administrative expenses	$ 536,330	$ 140,833	$ 1,433,842	$ 452,740
Loss from operations	(536,330)	(140,833)	(1,433,842)	(452,740)
Other income (expense):
Change in fair value of warrant liability	8,280,000	(3,450,000)	24,050,000	(14,720,000)
Interest earned on marketable securities held in Trust Account	6,861	89,159	59,364	1,916,647
Total other income (expense), net	8,286,861	(3,360,841)	24,109,364	(12,803,353)
Income (loss) before income taxes	7,750,531	(3,501,674)	22,675,522	(13,256,093)
Provision for income taxes	0	(8,224)	0	(370,996)
Net income (loss)	$ 7,750,531	$ (3,509,898)	$ 22,675,522	$ (13,627,089)
Class A Common Stock [Member]
Other income (expense):
Weighted average shares outstanding, Basic (in shares)	30,000,000	30,000,000	30,000,000	30,000,000
Weighted average shares outstanding, Diluted (in shares)	30,000,000	30,000,000	30,000,000	30,000,000
Basic net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)
Diluted net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)
Class B Common Stock [Member]
Other income (expense):
Weighted average shares outstanding, Basic (in shares)	7,500,000	7,500,000	7,500,000	7,500,000
Weighted average shares outstanding, Diluted (in shares)	7,500,000	7,500,000	7,500,000	7,500,000
Basic net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)
Diluted net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2019	$ 0	$ 750	$ 0	$ (20,132,101)	$ (20,131,351)
Beginning balance (in shares) at Dec. 31, 2019	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	$ 0	$ 0	0	(398,051)	(398,051)
Ending balance at Mar. 31, 2020	$ 0	$ 750	0	(20,530,152)	(20,529,402)
Ending balance (in shares) at Mar. 31, 2020	0	7,500,000
Beginning balance at Dec. 31, 2019	$ 0	$ 750	0	(20,132,101)	(20,131,351)
Beginning balance (in shares) at Dec. 31, 2019	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)					(13,627,089)
Ending balance at Sep. 30, 2020	$ 0	$ 750	0	(33,759,190)	(33,758,440)
Ending balance (in shares) at Sep. 30, 2020	0	7,500,000
Beginning balance at Mar. 31, 2020	$ 0	$ 750	0	(20,530,152)	(20,529,402)
Beginning balance (in shares) at Mar. 31, 2020	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	$ 0	$ 0	0	(9,719,140)	(9,719,140)
Ending balance at Jun. 30, 2020	$ 0	$ 750	0	(30,249,292)	(30,248,542)
Ending balance (in shares) at Jun. 30, 2020	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	$ 0	$ 0	0	(3,509,898)	(3,509,898)
Ending balance at Sep. 30, 2020	$ 0	$ 750	0	(33,759,190)	(33,758,440)
Ending balance (in shares) at Sep. 30, 2020	0	7,500,000
Beginning balance at Dec. 31, 2020	$ 0	$ 750	0	(44,602,188)	(44,601,438)
Beginning balance (in shares) at Dec. 31, 2020	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	$ 0	$ 0	0	18,043,678	18,043,678
Ending balance at Mar. 31, 2021	$ 0	$ 750	0	(26,558,510)	(26,557,760)
Ending balance (in shares) at Mar. 31, 2021	0	7,500,000
Beginning balance at Dec. 31, 2020	$ 0	$ 750	0	(44,602,188)	(44,601,438)
Beginning balance (in shares) at Dec. 31, 2020	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)					22,675,522
Ending balance at Sep. 30, 2021	$ 0	$ 750	0	(21,926,666)	(21,925,916)
Ending balance (in shares) at Sep. 30, 2021	0	7,500,000
Beginning balance at Mar. 31, 2021	$ 0	$ 750	0	(26,558,510)	(26,557,760)
Beginning balance (in shares) at Mar. 31, 2021	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	$ 0	$ 0	0	(3,118,687)	(3,118,687)
Ending balance at Jun. 30, 2021	$ 0	$ 750	0	(29,677,197)	(29,676,447)
Ending balance (in shares) at Jun. 30, 2021	0	7,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	$ 0	$ 0	0	7,750,531	7,750,531
Ending balance at Sep. 30, 2021	$ 0	$ 750	$ 0	$ (21,926,666)	$ (21,925,916)
Ending balance (in shares) at Sep. 30, 2021	0	7,500,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 7,750,531	$ (3,509,898)	$ 22,675,522	$ (13,627,089)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities			(24,050,000)	14,720,000
Interest earned on investments held in Trust Account	(6,861)	(89,159)	(59,364)	(1,916,647)
Changes in operating assets and liabilities:
Prepaid expense			(34,421)	72,444
Accounts payable and accrued expenses			601,180	100,342
Income taxes payable			(85,088)	48,953
Net cash used in operating activities			(952,171)	(601,997)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for payment of federal income and franchise taxes			728,515	84,433
Net cash provided by investing activities			728,515	84,433
Net Change in Cash			(223,656)	(517,564)
Cash - Beginning			604,245	1,301,607
Cash - Ending	$ 380,589	$ 784,043	$ 380,589	$ 784,043

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CHP Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on July 31, 2019. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“initial public offering”), which is described below, and subsequent to the Initial Public Offering, 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 will generate 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 initial public offering was declared effective on November 21, 2019. On November 26, 2019, the Company consummated the initial public offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “public shares”), which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 4. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 8,000,000 warrants (the “Private placement warrants”) at a price of $1.00 per Private placement warrant in a private placement to CHP Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $8,000,000 , which is described in Note 4. Transaction costs charged to equity amounted to $17,070,862 , consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $570,862 of other offering costs. Following the closing of the initial public offering on November 26, 2019, an amount of $300,000,000 ($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”) which will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination by November 26, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the distribution of the trust account, as described below. Substantially all of the net proceeds of the initial public offering and the sale of the Private placement warrants, are intended to be applied generally toward consummating a Business Combination, and the Company’ management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the trust account if and when such funds are properly released from the trust account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the trust account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, our Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any public shares purchased during or after the initial public offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the public shares, without the prior consent of the Company. Our Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and public shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the 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 Company’s initial Business Combination or to redeem 100% of its public shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment. The Company will have until November 26, 2021 or such later date as a result of a stockholder vote to amend the Amendment and Restarted Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination 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 Our Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if our Sponsor acquires public shares in or after the initial public offering, such public shares will be entitled to liquidating distributions from the trust account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the trust account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the trust account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial public offering price per Unit ($10.00 ). In order to protect the amounts held in the trust account, our Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by November 26, 2021, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 26, 2021. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

REVISION OF PREVIOUSLY ISSUED F

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2021
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously classified a portion of its Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company. The impact of the revision on the Company’s condensed financial statements is reflected in the following table. As Previously Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A common stock subject to possible redemption $ 250,398,560 $ 49,601,440 $ 300,000,000 Class A common stock $ 496 $ (496 ) $ — Additional paid-in capital $ 24,469,835 $ (24,469,835 ) $ — Retained earnings $ (19,471,079 ) $ (25,131,109 ) $ (44,602,188 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (38,758,450 ) $ (44,601,438 ) Statement of Operations for the Three Months Ended September 30, 2020 (unaudited) Weighted average shares outstanding, Class A redeemable common stock 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A redeemable common stock $ — $ (0.09 ) $ (0.09 ) Weighted average shares outstanding, Class A and Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net income per share, Class A and Class B non-redeemable common stock $ (0.47 ) $ 0.38 $ (0.09 ) Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Weighted average shares outstanding, Class A redeemable common stock 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.05 $ (0.41 ) $ (0.36 ) Weighted average shares outstanding, Class A and Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net income per share, Class A and Class B non-redeemable common stock $ (2.00 ) $ (1.64 ) $ (0.36 ) Net Loss $ (13,629,089 ) $ 2,000 $ (13,627,089 ) Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption $ 1,092,910 $ (1,092,910 ) $ —

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 22, 2021, which contains the audited condensed financial statements and notes thereto. The condensed financial information as of December 31, 2020 is derived from the audited condensed 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 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 periods. Emerging Growth 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”), 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 independent registered public accounting firm 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 condensed financial statement 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 condensed 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 condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. 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 September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. 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”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 30,000,000 shares of Class A common stock subject to possible redemption at September 30, 2021 and December 31, 2020, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (10,950,000 ) Class A common stocks issuance costs $ (14,277,493 ) Plus: Accretion of carrying value to redemption value $ 25,227,493 Class A common stocks subject to possible redemption $ 300,000,000 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 condensed 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. As of September 30, 2021 and December 31, 2020, all deferred tax assets were offset by a full valuation allowance. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2021 and 2020, the Company recorded $0 and $8,224 income tax expense, respectively. During the nine months ended September 30, 2021 and 2020, the Company recorded $0 and $370,996 income tax expense, respectively. The Company’s effective tax rate for three and nine months ended September 30, 2021 and 2020 were approximately 0% and (16%), which differs from the expected income tax rate due to the start-up costs and the change in fair value of warrant liabilities which are not currently deductible and the change in valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed 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 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 is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,000,000 Class A common stocks in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented 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 Three Months Ended September 30, 2020 Nine Months Ended Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 6,200,425 $ 1,550,106 $ (2,807,918 ) (701,980 ) $ 18,140,418 $ 4,535,104 $ (10,091,671 ) $ (2,725,418 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per common stock $ 0.21 $ 0.21 $ (0.09 ) (0.09 ) $ 0.60 $ 0.60 $ (0.36 ) $ (0.36 ) 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 Corporation Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. 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 yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
PUBLIC OFFERING [Abstract]
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING Pursuant to the initial public offering, the Company sold 30,000,000 Units at a price of $10.00 per Unit, which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units. Each Unit consists of one share of common stock and one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the initial public offering, our Sponsor purchased an aggregate of 8,000,000 Private placement warrants at a purchase price of $1.00 per Private placement warrant for an aggregate purchase price of $8,000,000. Each Private placement warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private placement warrants was added to the proceeds from the initial public offering held in the trust account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private placement warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2019, our Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000 . In October 2019, our Sponsor transferred 25,000 Founder Shares to each of the Company’s directors, for a total of 75,000 Founder Shares transferred. On November 21, 2019, the Company effected a stock dividend of 718,750 shares with respect to its Class B common stock, resulting in our Sponsor holding an aggregate of 7,906,250 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Founder Shares included an aggregate of up to 1,031,250 shares subject to forfeiture by our Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the initial public offering (assuming our Sponsor did not purchase any public shares in the initial public offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 406,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. At September 30, 2021 and December 31, 2020, there are 7,500,000 Founder Shares outstanding. Our Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the 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 a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 21, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended September 30, 2021 and 2020, the Company incurred $30,000 in fees for these services, and for the nine months ended September 30, 2021 and 2020, the Company incurred $90,000 and $97,000 , respectively, in fees for these services of which $90,000 and $20,000 is included in accrued expenses in the accompanying condensed balance sheets as of September 30, 2021 and December 31, 2020, respectively. Promissory Note – Related Party On August 7, 2019, our Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of January 31, 2020 or the consummation of the initial public offering. The $85,943 borrowed under the Promissory Note was repaid on November 27, 2019 and is no longer available. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor, an affiliate of our Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private placement warrants. As of September 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on November 21, 2019, 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 common stock issuable upon the exercise of the Private placement warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ 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. 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. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020 all 30,000,000 shares of Class A common stock issued and outstanding were subject to possible redemption which are presented as 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 7,500,000 shares of Class B common stock issued and outstanding. Only holders of Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a 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, are issued or deemed issued in excess of the amounts issued in the initial public offering and related to the closing of a 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 the total number of all shares of common stock outstanding upon the completion of the initial public offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private placement warrants issued to our Sponsor of the Company’s officers or directors. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

WARRANT LIABILITY

WARRANT LIABILITY	9 Months Ended
	Sep. 30, 2021
WARRANT LIABILITY [Abstract]
WARRANT LIABILITY	NOTE 9. WARRANT LIABILITY As of September 30, 2021 and December 31, 2020, there were 15,000,000 public warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the initial public offering and (b) 30 days after the completion of a Business Combination. 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 covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash . 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 below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Company may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of warrants for Class A common stock . Commencing ninety days after 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 that number of shares, based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period 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. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an 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 our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price. As of September 30, 2021 and December 31, 2020, there were 8,000,000 Private placement warrants outstanding. The Private placement warrants are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private placement warrants and the shares of common stock issuable upon the exercise of the Private placement warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 7). Additionally, the Private placement warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS 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. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021, assets held in the trust account were comprised of $301,660,344 in money market funds, which are invested in U.S. Treasury Securities. During the nine months ended September 30, 2021 and 2020, the Company withdraw $728,515 and $84,433, respectively, of interest income from the Trust Account to pay its franchise taxes. At December 31, 2020, assets held in the trust account were comprised of $1,000,838 in money market funds, which are invested in U.S. Treasury Securities, and $301,328,657 in U.S. Treasury Bills. 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 December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains (loss) and fair value of held-to-maturity securities at September 30, 2021 and Held-To-Maturity Level Amortized Gross Fair Value September 30, 2021 Liquid Treasury Money Market Fund 1 $ 301,660,344 $ 0 $ 301,660,344 December 31, 2020 U.S. Treasury Securities (Matured on 01/07/2021) (1) 1 $ 301,328,657 $ (2,966 ) $ 301,325,691 (1) The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 8,250,000 $ 19,500,000 Warrant Liability – Private Placement Warrants 3 $ 4,400,000 $ 17,200,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s condensed balance sheets. 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 statements of operations. The Public Warrants were initially valued using a binomial lattice model, incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. As of September 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s shares of common stock. The expected volatility of the Company’s shares of common stock was determined based on the implied volatility of the Public Warrants. The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: September 30, 2021 December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.02 $ 10.26 Volatility 13.2 % 26.6 % Term 5.00 5.00 Risk-free rate 0.67 % 0.42 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ 2021 2020 Fair value as of January 1 17,200,000 11,270,000 Change in fair value (10,800,000 ) 400,000 Transfers to Level 1 — (7,350,000 ) Fair value as of March 31 6,400,000 4,320,000 Change in fair value 880,000 3,520,000 Fair value as of June 30 7,280,000 7,840,000 Change in fair value (2,880,000 ) 1,200,000 Fair value as of September 30 $ 4,400,000 $ 9,040,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.There were no transfers in fair value measurements during the nine months ended September 30, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On November 15, 2021, the Company announced a proposed business combination (the “Business Combination”) between CHP and Integrity Implants Inc. d/b/a Accelus. The Company issued a press release announcing the execution of the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Accelerate Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Accelus. The Business Combination was unanimously approved by CHP’s board of directors on November 14, 2021, and the Business Combination Agreement was signed on November 15, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT 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 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 22, 2021, which contains the audited condensed financial statements and notes thereto. The condensed financial information as of December 31, 2020 is derived from the audited condensed 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 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 periods.
Use of Estimates	Use of Estimates The preparation of condensed 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 condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. 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 September 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
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”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 30,000,000 shares of Class A common stock subject to possible redemption at September 30, 2021 and December 31, 2020, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (10,950,000 ) Class A common stocks issuance costs $ (14,277,493 ) Plus: Accretion of carrying value to redemption value $ 25,227,493 Class A common stocks subject to possible redemption $ 300,000,000
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 condensed 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. As of September 30, 2021 and December 31, 2020, all deferred tax assets were offset by a full valuation allowance. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2021 and 2020, the Company recorded $0 and $8,224 income tax expense, respectively. During the nine months ended September 30, 2021 and 2020, the Company recorded $0 and $370,996 income tax expense, respectively. The Company’s effective tax rate for three and nine months ended September 30, 2021 and 2020 were approximately 0% and (16%), which differs from the expected income tax rate due to the start-up costs and the change in fair value of warrant liabilities which are not currently deductible and the change in valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed 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 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 is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Stock	Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,000,000 Class A common stocks in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented 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 Three Months Ended September 30, 2020 Nine Months Ended Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 6,200,425 $ 1,550,106 $ (2,807,918 ) (701,980 ) $ 18,140,418 $ 4,535,104 $ (10,091,671 ) $ (2,725,418 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per common stock $ 0.21 $ 0.21 $ (0.09 ) (0.09 ) $ 0.60 $ 0.60 $ (0.36 ) $ (0.36 )
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 Corporation Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 9).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. 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 yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

REVISION OF PREVIOUSLY ISSUED_2

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Effects of Restatement on Financial Statements	The impact of the revision on the Company’s condensed financial statements is reflected in the following table. As Previously Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A common stock subject to possible redemption $ 250,398,560 $ 49,601,440 $ 300,000,000 Class A common stock $ 496 $ (496 ) $ — Additional paid-in capital $ 24,469,835 $ (24,469,835 ) $ — Retained earnings $ (19,471,079 ) $ (25,131,109 ) $ (44,602,188 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (38,758,450 ) $ (44,601,438 ) Statement of Operations for the Three Months Ended September 30, 2020 (unaudited) Weighted average shares outstanding, Class A redeemable common stock 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A redeemable common stock $ — $ (0.09 ) $ (0.09 ) Weighted average shares outstanding, Class A and Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net income per share, Class A and Class B non-redeemable common stock $ (0.47 ) $ 0.38 $ (0.09 ) Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Weighted average shares outstanding, Class A redeemable common stock 30,000,000 — 30,000,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.05 $ (0.41 ) $ (0.36 ) Weighted average shares outstanding, Class A and Class B non-redeemable common stock 7,500,000 — 7,500,000 Basic and diluted net income per share, Class A and Class B non-redeemable common stock $ (2.00 ) $ (1.64 ) $ (0.36 ) Net Loss $ (13,629,089 ) $ 2,000 $ (13,627,089 ) Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption $ 1,092,910 $ (1,092,910 ) $ —

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Class A Common Stock Subject to Possible Redemption	At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (10,950,000 ) Class A common stocks issuance costs $ (14,277,493 ) Plus: Accretion of carrying value to redemption value $ 25,227,493 Class A common stocks subject to possible redemption $ 300,000,000
Basic and Diluted Net Income (Loss) Per Common Stock	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 Three Months Ended September 30, 2020 Nine Months Ended Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 6,200,425 $ 1,550,106 $ (2,807,918 ) (701,980 ) $ 18,140,418 $ 4,535,104 $ (10,091,671 ) $ (2,725,418 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per common stock $ 0.21 $ 0.21 $ (0.09 ) (0.09 ) $ 0.60 $ 0.60 $ (0.36 ) $ (0.36 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS [Abstract]
Gross Holding Losses and Fair Value of Held-to-Maturity Securities	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 December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains (loss) and fair value of held-to-maturity securities at September 30, 2021 and Held-To-Maturity Level Amortized Gross Fair Value September 30, 2021 Liquid Treasury Money Market Fund 1 $ 301,660,344 $ 0 $ 301,660,344 December 31, 2020 U.S. Treasury Securities (Matured on 01/07/2021) (1) 1 $ 301,328,657 $ (2,966 ) $ 301,325,691 (1) The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities
Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 8,250,000 $ 19,500,000 Warrant Liability – Private Placement Warrants 3 $ 4,400,000 $ 17,200,000
Level 3 Fair Value Measurements of Warrant Liability	The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability: September 30, 2021 December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.02 $ 10.26 Volatility 13.2 % 26.6 % Term 5.00 5.00 Risk-free rate 0.67 % 0.42 % Dividend yield 0.0 % 0.0 %
Changes in Fair Value of Level 3 Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ 2021 2020 Fair value as of January 1 17,200,000 11,270,000 Change in fair value (10,800,000 ) 400,000 Transfers to Level 1 — (7,350,000 ) Fair value as of March 31 6,400,000 4,320,000 Change in fair value 880,000 3,520,000 Fair value as of June 30 7,280,000 7,840,000 Change in fair value (2,880,000 ) 1,200,000 Fair value as of September 30 $ 4,400,000 $ 9,040,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Nov. 26, 2019	Sep. 30, 2021
Proceeds from Issuance of Equity [Abstract]
Transaction costs charged with equity	$ 17,070,862
Underwriting fees	6,000,000
Deferred underwriting fees	10,500,000	$ 10,500,000
Other costs	570,862
Net proceeds deposited in trust account	$ 300,000,000
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share)	$ 10
Minimum percentage of Trust Account equal to fair market value of business combination required		80.00%
Minimum required post transaction ownership percentage of acquired business		50.00%
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Interest on Trust Account that can be held to pay dissolution expenses	$ 100,000
Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share)	$ 1
Warrants issued (in shares)	8,000,000
Gross proceeds from issuance of warrants	$ 8,000,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering		$ 300,000,000
Initial Public Offering [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	30,000,000
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 300,000,000
Redemption price (in dollars per share)	$ 10
Over-Allotment Option [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	2,500,000
Share price (in dollars per share)	$ 10

REVISION OF PREVIOUSLY ISSUED_3

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Net tangible asset threshold for redeeming Public Shares	$ 5,000,001
Common Stock Subject to Possible Redemption [Abstract]
Common stock subject to possible redemption, price (in dollars per share)	$ 10			$ 10
Balance Sheet [Abstract]
Class A common stock subject to possible redemption	$ 300,000,000			$ 300,000,000
Additional paid-in capital	0			0
Retained earnings	(21,926,666)			(44,602,188)
Total Stockholders' Equity (Deficit)	$ (21,925,916)	$ (29,676,447)	$ (26,557,760)	(44,601,438)	$ (33,758,440)	$ (30,248,542)	$ (20,529,402)	$ (20,131,351)
Class A Common Stock [Member]
Common Stock Subject to Possible Redemption [Abstract]
Common stock subject to possible redemption, price (in dollars per share)	$ 10
Balance Sheet [Abstract]
Class A common stock	$ 0			0
As Previously Reported [Member]
Balance Sheet [Abstract]
Class A common stock subject to possible redemption				250,398,560
Additional paid-in capital				24,469,835
Retained earnings				(19,471,079)
Total Stockholders' Equity (Deficit)				5,000,002
As Previously Reported [Member] | Class A Common Stock [Member]
Balance Sheet [Abstract]
Class A common stock				496
Adjustments [Member]
Balance Sheet [Abstract]
Class A common stock subject to possible redemption				49,601,440
Additional paid-in capital				(24,469,835)
Retained earnings				(25,131,109)
Total Stockholders' Equity (Deficit)				(38,758,450)
Adjustments [Member] | Class A Common Stock [Member]
Balance Sheet [Abstract]
Class A common stock				$ (496)

REVISION OF PREVIOUSLY ISSUED_4

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Operations [Abstract]
Net Loss	$ 7,750,531	$ (3,118,687)	$ 18,043,678	$ (3,509,898)	$ (9,719,140)	$ (398,051)	$ 22,675,522	$ (13,627,089)
Class A Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding, Basic (in shares)	30,000,000			30,000,000			30,000,000	30,000,000
Weighted average shares outstanding, Diluted (in shares)	30,000,000			30,000,000			30,000,000	30,000,000
Basic net income (loss) per share (in dollars per share)	$ 0.21			$ (0.09)			$ 0.60	$ (0.36)
Diluted net income (loss) per share (in dollars per share)	$ 0.21			$ (0.09)			$ 0.60	$ (0.36)
Class A and Class B Non Redeemable Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding, Basic (in shares)				7,500,000				7,500,000
Weighted average shares outstanding, Diluted (in shares)				7,500,000				7,500,000
Basic net income (loss) per share (in dollars per share)				$ (0.09)				$ (0.36)
Diluted net income (loss) per share (in dollars per share)				$ (0.09)				$ (0.36)
Net Loss								$ (13,627,089)
As Previously Reported [Member] | Class A Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding, Basic (in shares)				30,000,000				30,000,000
Weighted average shares outstanding, Diluted (in shares)				30,000,000				30,000,000
Basic net income (loss) per share (in dollars per share)				$ 0				$ 0.05
Diluted net income (loss) per share (in dollars per share)				$ 0				$ 0.05
As Previously Reported [Member] | Class A and Class B Non Redeemable Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding, Basic (in shares)				7,500,000				7,500,000
Weighted average shares outstanding, Diluted (in shares)				7,500,000				7,500,000
Basic net income (loss) per share (in dollars per share)				$ (0.47)				$ (2)
Diluted net income (loss) per share (in dollars per share)				$ (0.47)				$ (2)
Net Loss								$ (13,629,089)
Adjustments [Member] | Class A Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding, Basic (in shares)				0				0
Weighted average shares outstanding, Diluted (in shares)				0				0
Basic net income (loss) per share (in dollars per share)				$ (0.09)				$ (0.41)
Diluted net income (loss) per share (in dollars per share)				$ (0.09)				$ (0.41)
Adjustments [Member] | Class A and Class B Non Redeemable Common Stock [Member]
Statement of Operations [Abstract]
Weighted average shares outstanding, Basic (in shares)				0				0
Weighted average shares outstanding, Diluted (in shares)				0				0
Basic net income (loss) per share (in dollars per share)				$ 0.38				$ (1.64)
Diluted net income (loss) per share (in dollars per share)				$ 0.38				$ (1.64)
Net Loss								$ 2,000

REVISION OF PREVIOUSLY ISSUED_5

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details)	9 Months Ended
	Sep. 30, 2020USD ($)
Statement of Cash Flows [Abstract]
Change in value of Class A common stock subject to possible redemption	$ 0
As Previously Reported [Member]
Statement of Cash Flows [Abstract]
Change in value of Class A common stock subject to possible redemption	1,092,910
Adjustments [Member]
Statement of Cash Flows [Abstract]
Change in value of Class A common stock subject to possible redemption	$ (1,092,910)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0		$ 0		$ 0
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A common stocks subject to possible redemption	300,000,000		300,000,000		300,000,000
Income Taxes [Abstract]
Income tax expense	$ 0	$ 8,224	$ 0	$ 370,996
Effective tax rate	0.00%	0.00%	(16.00%)	(16.00%)
Unrecognized tax benefits	$ 0		$ 0		0
Accrued interest and penalties	0		0		$ 0
Initial Public Offering [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds			300,000,000
Accretion of carrying value to redemption value			25,227,493
Class A common stocks subject to possible redemption	$ 300,000,000		300,000,000
Initial Public Offering [Member] | Public Warrants [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Proceeds allocated to Public Warrants			$ (10,950,000)
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock subject to possible redemption (in shares)	30,000,000		30,000,000		30,000,000
Net Income (Loss) per Common Stock [Abstract]
Warrants exercisable to purchase of aggregate class A common stock (in shares)	23,000,000		23,000,000
Numerator [Abstract]
Allocation of net income (loss), as adjusted	$ 6,200,425	$ (2,807,918)	$ 18,140,418	$ (10,091,671)
Denominator [Abstract]
Weighted average shares outstanding, Basic (in shares)	30,000,000	30,000,000	30,000,000	30,000,000
Weighted average shares outstanding, Diluted (in shares)	30,000,000	30,000,000	30,000,000	30,000,000
Basic net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)
Diluted net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)
Class A Common Stock [Member] | Initial Public Offering [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A common stocks issuance costs			$ (14,277,493)
Class B Common Stock [Member]
Numerator [Abstract]
Allocation of net income (loss), as adjusted	$ 1,550,106	$ (701,980)	$ 4,535,104	$ (2,725,418)
Denominator [Abstract]
Weighted average shares outstanding, Basic (in shares)	7,500,000	7,500,000	7,500,000	7,500,000
Weighted average shares outstanding, Diluted (in shares)	7,500,000	7,500,000	7,500,000	7,500,000
Basic net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)
Diluted net income (loss) per share (in dollars per share)	$ 0.21	$ (0.09)	$ 0.60	$ (0.36)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details)	Nov. 26, 2019$ / sharesshares
Initial Public Offering [Member] | Public Shares [Member]
Public Offering [Abstract]
Units issued (in shares)	30,000,000
Unit price (in dollars per share) | $ / shares	$ 10
Initial Public Offering [Member] | Public Warrant [Member]
Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.5
Exercise price of warrant (In dollars per share) | $ / shares	$ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Number of securities called by each warrant (in shares)	1
Over-Allotment Option [Member] | Public Shares [Member]
Public Offering [Abstract]
Units issued (in shares)	2,500,000
Unit price (in dollars per share) | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member]	Nov. 26, 2019USD ($)$ / sharesshares
Private Placement Warrants [Abstract]
Warrants issued (in shares) | shares	8,000,000
Share price (in dollars per share) | $ / shares	$ 1
Gross proceeds from issuance of warrants | $	$ 8,000,000
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares) | shares	1
Exercise price of warrant (In dollars per share) | $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details)	Nov. 21, 2019shares	Oct. 31, 2019shares	Aug. 31, 2019USD ($)shares	Dec. 31, 2019shares	Sep. 30, 2021$ / sharesshares	Dec. 31, 2020shares
Founder Shares [Abstract]
Stock conversion basis at time of business combination					1
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member]
Founder Shares [Abstract]
Stock conversion basis at time of business combination					1
Number of trading days					20 days
Trading day threshold period					30 days
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) | $ / shares					$ 12
Threshold period after initial Business Combination					150 days
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)	7,906,250		7,187,500
Proceeds from issuance of stock | $			$ 25,000
Stock dividend issued (in shares)	718,750
Ownership interest, as converted percentage	20.00%
Number of shares no longer subject to forfeiture (in shares)	625,000
Number of shares forfeited (in shares)				406,250
Number of shares outstanding (in shares)					7,500,000	7,500,000
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)	1,031,250
Founder Shares [Member] | Director 1 [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		25,000
Founder Shares [Member] | Director 2 [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		25,000
Founder Shares [Member] | Director 3 [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		25,000
Founder Shares [Member] | Directors [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)		75,000

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Promissory Note and Related Party Loans (Details) - USD ($)	Nov. 27, 2019	Nov. 21, 2019	Aug. 07, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transactions [Abstract]
Related party transaction		$ 10,000
Related party expense				$ 30,000	$ 30,000	$ 90,000	$ 97,000
Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Expenses [Member]
Related Party Transactions [Abstract]
Amount payable				90,000		90,000		$ 20,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Repayment of debt to related party	$ 85,943
Sponsor [Member] | Maximum [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Related party transaction			$ 300,000
Sponsor, an Affiliate of our Sponsor or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Loans outstanding				$ 0		0		$ 0
Sponsor, an Affiliate of our Sponsor or Certain of the Company's Officers and Directors [Member] | Maximum [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Related party transaction						$ 1,500,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2021USD ($)$ / shares	Nov. 26, 2019USD ($)	Nov. 21, 2019Demand
Underwriting Agreement [Abstract]
Deferred underwriter fee discount (in dollars per share) | $ / shares	$ 0.35
Deferred underwriting fees | $	$ 10,500,000	$ 10,500,000
Maximum [Member]
Registration And Stockholder Rights [Abstract]
Number of Demands Eligible Security Holder can Make | Demand			3

STOCKHOLDERS' EQUITY, Preferred

STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020Vote$ / sharesshares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Stock conversion basis at time of business combination	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Voting right per share | Vote	1	1
Common stock subject to possible redemption, issued (in shares)	30,000,000	30,000,000
Common stock subject to possible redemption, outstanding (in shares)	30,000,000	30,000,000
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	7,500,000	7,500,000
Common stock, shares outstanding (in shares)	7,500,000	7,500,000

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Warrants [Abstract]
Warrants outstanding (in shares)	15,000,000	15,000,000
Period for warrants to become exercisable after IPO	12 months
Period for warrants to become exercisable	30 days
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	8,000,000	8,000,000
Trading day threshold period	30 days
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Percentage of newly issued price to be adjusted to exercise price of warrants	115.00%
Percentage of newly issued price to be adjusted to redemption trigger price	180.00%
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
Redemption of Warrants for Cash [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Number of trading days	20 days
Trading day threshold period	30 days
Redemption of Warrants for Cash [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants for Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Period Commencing after Warrants Become Exercisable	90 days
Redemption of Warrants for Class A Common Stock [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)		9 Months Ended		12 Months Ended
		Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Debt Securities, Held-to-maturity [Abstract]
Interest income withdrawn from Trust Account		$ 728,515	$ 84,433
US Treasury Bills [Member]
Debt Securities, Held-to-maturity [Abstract]
Assets held in trust, investments				$ 301,328,657
US Treasury Securities [Member]
Debt Securities, Held-to-maturity [Abstract]
Assets held in trust, investments		301,660,344		1,000,838
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost	[1]			301,328,657
Gross Holding Loss	[1]			(2,966)
Fair Value	[1]			$ 301,325,691
Maturity, Date	[1]			Jan. 7, 2021
Liquid Treasury Money Market Fund [Member]
Debt Securities, Held-to-maturity [Abstract]
Assets held in trust		301,660,344		$ 1,000,838
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized Cost		301,660,344
Gross Holding Gain		0
Fair Value		$ 301,660,344
[1]	The Company notes that the U.S. Treasury Securities were reinvested with the funds from the previously matured securities

FAIR VALUE MEASUREMENTS, Liabil

FAIR VALUE MEASUREMENTS, Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Public Warrants [Member] | Level 1 [Member]
Liabilities [Abstract]
Warrant Liability	$ 8,250,000	$ 19,500,000
Private Placement Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrant Liability	$ 4,400,000	$ 17,200,000

FAIR VALUE MEASUREMENTS, Level

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurements of Warrant Liability (Details) - Warrants [Member]	Sep. 30, 2021$ / shares	Dec. 31, 2020$ / shares
Fair Value Measurements [Abstract]
Term	5 years	5 years
Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement Input	11.50	11.50
Stock price [Member]
Fair Value Measurements [Abstract]
Measurement Input	10.02	10.26
Volatility [Member]
Fair Value Measurements [Abstract]
Measurement Input	0.132	0.266
Risk-free rate [Member]
Fair Value Measurements [Abstract]
Measurement Input	0.0067	0.0042
Dividend yield [Member]
Fair Value Measurements [Abstract]
Measurement Input	0	0

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Private Placement [Member] - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021
Unobservable Input Reconciliation [Roll Forward]
Fair Value, beginning balance	$ 7,280,000	$ 6,400,000	$ 17,200,000	$ 7,840,000	$ 4,320,000	$ 11,270,000	$ 17,200,000
Change in fair value	(2,880,000)	880,000	(10,800,000)	1,200,000	3,520,000	400,000
Transfer to Level 1			0			(7,350,000)	0
Fair Value, ending balance	$ 4,400,000	$ 7,280,000	6,400,000	$ 9,040,000	$ 7,840,000	4,320,000	4,400,000
Transfer from Level 3			$ 0			$ (7,350,000)	0
Transfer to Level 3							$ 0