Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | true | |
Amendment Description | Haymaker Acquisition Corp. III is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the period ended September 30, 2021, originally filed with the U.S. Securities and Exchange Commission on November 24, 2021, for the sole purpose of filing the required XBRL files. | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | HAYMAKER ACQUISITION CORP. III | |
Entity Central Index Key | 0001819253 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | HYAC | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Tax Identification Number | 85-1791125 | |
City Area Code | 212 | |
Local Phone Number | 616-9600 | |
Entity Address, Address Line One | 501 Madison Avenue | |
Entity Address, Address Line Two | Floor 12 | |
Entity Address, City or Town | New York | |
Entity File Number | 001-40128 | |
Entity Address, Postal Zip Code | 10022 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-fourth of one Redeemable Warrant | |
Trading Symbol | HYACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | HYACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,750,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,937,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 294,918 | $ 1,594 |
Prepaid expenses | 390,274 | |
Total current assets | 685,192 | 1,594 |
Deferred offering costs | 145,906 | |
Investments held in Trust Account | 317,548,981 | |
Total Assets | 318,234,173 | 147,500 |
Current liabilities: | ||
Accrued expenses | 4,000 | |
Franchise tax payable | 75,943 | |
Sponsor note | 122,500 | |
Total current liabilities | 79,943 | 122,500 |
Warrant liabilities | 10,994,041 | |
Deferred underwriting fee payable | 11,112,500 | |
Total Liabilities | 22,186,484 | 122,500 |
Commitments (see Note 7) | ||
Class A common stock, subject to possible redemption; 31,750,000 and 0 shares at redemption value of $10.00 per share at September 30, 2021 and December 31, 2020, respectively | 317,500,000 | |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | ||
Additional paid-in capital | 24,137 | |
Accumulated deficit | (21,453,105) | |
Total Stockholders' (Deficit) Equity | (21,452,311) | 25,000 |
Total Liabilities and Stockholders' (Deficit) Equity | 318,234,173 | 147,500 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock, subject to possible redemption; 31,750,000 and 0 shares at redemption value of $10.00 per share at September 30, 2021 and December 31, 2020, respectively | 317,500,000 | |
Stockholders' (Deficit) Equity: | ||
Common Stock | ||
Total Stockholders' (Deficit) Equity | ||
Common Class B [Member] | ||
Stockholders' (Deficit) Equity: | ||
Common Stock | 794 | 863 |
Total Stockholders' (Deficit) Equity | $ 794 | $ 863 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Sponsor [Member] | |||||
Shares subject to forfeiture | 1,125,000 | 1,125,000 | |||
Over-Allotment Option [Member] | |||||
Number of shares forfeited during the period | 687,500 | 687,500 | |||
Common Class A [Member] | |||||
Temporary equity par or stated value per share | $ 10 | $ 10 | $ 10 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 0 | 0 | 0 | ||
Common stock, shares outstanding | 0 | 0 | 0 | ||
Common stock shares subject to possible redemption | 0 | 31,750,000 | 0 | ||
Common Class B [Member] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock, shares issued | 8,625,000 | 7,937,500 | [1] | 8,625,000 | [2] |
Common stock, shares outstanding | 8,625,000 | 7,937,500 | [1] | 8,625,000 | [2] |
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Number of shares forfeited during the period | 687,500 | ||||
[1] | Excludes 687,500 shares of Class B common stock that were forfeited on March 5, 2021 as a result of the exercise of the underwriter’s over-allotment option (see Note 4). | ||||
[2] | Includes an aggregate of up to 1,125,000 shares held by the sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full. |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Operating and formation costs | $ 262,487 | $ 0 | $ 780,815 |
Franchise tax expense | 26,628 | 115,069 | |
Loss from operations | (289,115) | (895,884) | |
Transaction costs allocated to warrant liabilities | (966,646) | ||
Net gain on investments held in Trust Account | 43,200 | 48,981 | |
Excess of private placement warrant fair value over purchase price | (3,507,000) | ||
Change in fair value of warrant liabilities | 3,241,000 | 17,611,084 | |
Net income | 2,995,085 | 12,290,535 | |
Common Class A [Member] | |||
Net income | $ 2,396,068 | $ 0 | $ 9,304,775 |
Basic and diluted weighted average shares outstanding | 31,750,000 | 24,416,667 | |
Basic and diluted net income per share | $ 0.08 | $ 0 | $ 0.38 |
Common Class B [Member] | |||
Net income | $ 599,017 | $ 0 | $ 2,985,760 |
Basic and diluted weighted average shares outstanding | 7,937,500 | 7,500,000 | 7,834,936 |
Basic and diluted net income per share | $ 0.08 | $ 0 | $ 0.38 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Jul. 05, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance, shares at Jul. 05, 2020 | 0 | 0 | |||
Sale of Class B common stock to Sponsor | 25,000 | $ 863 | 24,137 | ||
Sale of Class B common stock to Sponsor shares | 8,625,000 | ||||
Net income (loss) | $ 0 | $ 0 | |||
Ending balance at Sep. 30, 2020 | 25,000 | $ 0 | $ 863 | 24,137 | 0 |
Ending balance, shares at Sep. 30, 2020 | 0 | 8,625,000 | |||
Beginning balance at Dec. 31, 2020 | 25,000 | $ 863 | 24,137 | ||
Beginning balance, shares at Dec. 31, 2020 | 0 | 8,625,000 | |||
Forfeiture of Class B common stock | $ 0 | $ (69) | 69 | ||
Forfeiture of Class B common stock, shares | 0 | (687,500) | |||
Accretion of Class A common stock to redemption amount | (33,767,846) | (24,206) | (33,743,640) | ||
Net income (loss) | (3,943,374) | (3,943,374) | |||
Ending balance at Mar. 31, 2021 | (37,686,220) | $ 794 | (37,687,014) | ||
Ending balance, shares at Mar. 31, 2021 | 0 | 7,937,500 | |||
Beginning balance at Dec. 31, 2020 | 25,000 | $ 863 | $ 24,137 | ||
Beginning balance, shares at Dec. 31, 2020 | 0 | 8,625,000 | |||
Net income (loss) | 12,290,535 | $ 9,304,775 | $ 2,985,760 | ||
Ending balance at Sep. 30, 2021 | (21,452,311) | $ 794 | (21,453,105) | ||
Ending balance, shares at Sep. 30, 2021 | 7,937,500 | ||||
Beginning balance at Mar. 31, 2021 | (37,686,220) | $ 794 | (37,687,014) | ||
Beginning balance, shares at Mar. 31, 2021 | 0 | 7,937,500 | |||
Net income (loss) | 13,238,824 | 13,238,824 | |||
Ending balance at Jun. 30, 2021 | (24,447,396) | $ 794 | (24,448,190) | ||
Ending balance, shares at Jun. 30, 2021 | 7,937,500 | ||||
Net income (loss) | 2,995,085 | $ 2,396,068 | $ 599,017 | 2,995,085 | |
Ending balance at Sep. 30, 2021 | $ (21,452,311) | $ 794 | $ (21,453,105) | ||
Ending balance, shares at Sep. 30, 2021 | 7,937,500 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Sponsor [Member] | ||
Shares Subject To Forfeiture | 1,125,000 | 1,125,000 |
Over-Allotment Option [Member] | ||
Number of shares forfeited during the period | 687,500 | 687,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 12,290,535 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Transaction costs allocated to warrant liabilities | 966,646 | |
Net gain on investments held in Trust Account | (48,981) | |
Excess of private placement warrants fair value over purchase price | 3,507,000 | |
Change in fair value of warrant liabilities | (17,611,084) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (390,274) | |
Accrued expenses | 4,000 | |
Franchise tax payable | 75,943 | |
Net cash used in operating activities | 0 | (1,206,215) |
Cash Flows from Investing Activities: | ||
Cash deposited into Trust Account | (317,500,000) | |
Net cash used in investing activities | (317,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of underwriter's discount paid | 0 | 311,150,000 |
Proceeds from sale of Class B common stock to Sponsor | 25,000 | 0 |
Proceeds from Sponsor note | 117,500 | 41,500 |
Repayment of Sponsor note | (164,000) | |
Proceeds from sale of private placement warrants | 8,350,000 | |
Payment of offering costs | (142,250) | (377,961) |
Net cash provided by financing activities | 250 | 318,999,539 |
Increase in cash | 250 | 293,324 |
Cash at beginning of period | 1,594 | |
Cash at end of period | $ 250 | 294,918 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred underwriting fee payable | 11,112,500 | |
Initial classification of warrant liabilities | 28,605,125 | |
Accretion of Class A common stock subject to redemption to redemption value | 33,723,698 | |
Reclassification of deferred offering costs to equity upon completion of the initial public offering | $ 130,355 |
Description of Organization and
Description of Organization and Business Operations And Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations And Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Haymaker Acquisition Corp. III (the “Company” or “Haymaker”) is a blank check company incorporated in Delaware on July 6, 2020. 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 (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 . As of September 30, 2021, the Company had not commenced any operations. All activity for the nine months ended September 30, 2021 and for the period from July 6, 2020 (inception) through September 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, 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”), at $10.00 per Unit, generating gross proceeds of $300,350,000 (which amount includes $10,500,000 of the deferred underwriting commissions, and $350,000 of proceeds from the sale of Private Placement Warrants in conjunction with the partial exercise of the underwriters’ over-allotment option, which was paid to them upon the closing of the over-allotment option) and the sale of the Private Placement Warrants, was placed in a trust account (the “Trust Account”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Haymaker Sponsor III, LLC (the “Sponsor”) generating gross proceeds of $8,000,000, which is described in Note 5. The underwriters exercised the over-allotment option in part and on March 5, 2021, 1,750,000 additional Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $17,500,000. In connection with the exercise of the over-allotment option, on March 5, 2021, the Company sold 233,333 Private Placement Warrants (“Additional Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $350,000. As a result, an additional $17,500,000 (which amount includes $612,500 of the underwriters’ deferred discount) was placed in the Trust Account. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20.0% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. Following the closing of the Initial Public Offering and partial exercise of the over-allotment, an amount of $317,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the Trust Account and is being invested in U.S. government securities, within the meaning set forth in 2a-7 Transaction costs related to the issuances described above amounted to $17,986,366, consisting of $6,350,000 of cash underwriting fees, $11,112,500 of deferred underwriting fees and $523,866 of other offering costs. In addition, at September 30, 2021, $294,918 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in 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 the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company’s 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to an amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial The Company will have until March 4, 2023 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 business days thereafter, redeem the Public Shares, at a per-share If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are since Distinguishing Liabilities from Equity The Trust Account The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds held in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) 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. This liability will not apply with respect 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 underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the 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 the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company independent registered public accountant), 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 Consideration As of September 30, 2021, the Company had $294,918 in cash held outside of the Trust Account and working capital surplus of $605,249. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. These condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement Of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. The reclassification of amounts from permanent equity to temporary equity result in non-cash . The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: June 30, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Class A common stock subject to possible redemption; 31,750,000 shares at redemption value at June 30, 2021 $ 288,052,600 $ 29,447,401 $ 317,500,001 Class A common stock; 0 shares issued and outstanding (excluding 31,750,000 shares subject to possible redemption) at June 30, 2021 $ 294 $ (294 ) $ — Retained earnings (accumulated deficit) $ 4,998,916 $ (29,447,107 ) $ (24,448,191 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (29,447,401 ) $ (24,447,397 ) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common 28,805,260 2,944,740 31,750,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.33 $ 0.33 Basic and diluted weighted average shares outstanding, Class B common (1) 10,882,240 (2,944,740 ) 7,937,500 Basic and diluted net income per share, Class B common stock $ 1.22 $ (0.89 ) $ 0.33 Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common 28,805,260 (8,116,033 ) 20,689,227 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.33 $ 0.33 Basic and diluted weighted average shares outstanding, Class B common (1) 10,882,240 (3,099,436 ) 7,782,804 Basic and diluted net income per share, Class B common stock $ 0.85 $ (0.52 ) $ 0.33 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ (13,194,675 ) $ 13,194,675 $ — Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) - Supplemental disclosure of non-cash investing and financing activities Class A common stock subject to possible redemption $ 288,052,600 $ (288,052,600 ) $ — Accretion of Class A common stock to redemption amount — 33,767,846 33,767,846 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. March 31, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Accrued expenses 8,657 44,148 52,805 Class A common stock subject to possible redemption; 31,750,000 shares at redemption value at March 31, 2021 $ 274,857,926 $ 42,642,074 $ 317,500,000 Class A common stock; 0 shares issued and outstanding (excluding 31,750,000 shares subject to possible redemption) at March 31, 2021 $ 426 $ (426 ) $ — Additional paid-in $ 8,942,156 $ (8,942,156 ) $ — Accumulated deficit $ (3,943,374 ) $ (33,743,640 ) $ (37,687,014 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (42,686,222 ) $ (37,686,220 ) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 27,485,793 (17,980,237 ) 9,505,556 Basic and diluted net loss per share, Class A common stock $ 0.00 $ (0.23 ) $ (0.23 ) Basic and diluted weighted average shares outstanding, Class B common stock (1) 12,201,707 (4,575,318 ) 7,626,389 Basic and diluted net loss per share, Class B common stock $ (0.32 ) $ 0.09 $ (0.23 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) Sale of 31,750,000 units in the Initial Public Offering, net of offering costs of $17,938,020 283,776,302 (283,776,302 ) — Class A common stock subject to possible redemption (274,857,926 ) 274,857,926 — Accretion of Class A common stock to redemption amount — (33,767,846 ) (33,767,846 ) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) - Supplemental disclosure Class A common stock subject to possible redemption 274,857,926 (274,857,926 ) — Accretion of Class A common stock to redemption amount — 33,767,846 33,767,846 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. March 4, 2021 As Previously Adjustments As Re stated Balance Sheet (audited) Class A common stock subject to possible redemption; 30,000,000 shares at redemption value at March 4, 2021 $ 258,866,039 $ 41,133,961 $ 300,000,000 Class A common stock; 0 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) at March 4, 2021 $ 411 $ (411 ) $ — Additional paid-in $ 9,468,428 $ (9,468,428 ) $ — Accumulated deficit $ (4,469,665 ) $ (31,665,122 ) $ (36,134,787 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (41,133,961 ) $ (36,133,960 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on March 3, 2021 as well as the Company’s Current Reports on Form 8-K 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging . Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets, liabilities, and expenses at the date of the condensed financial statements. 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. 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 , 2020 or September 30, Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in net gain (loss) on investments held in Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption All of the 31,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 317,500,000 Less: Proceeds allocated to Public Warrants (16,748,125 ) Issuance costs allocated to Class A common stock (17,019,720 ) Plus: Accretion of carrying value to redemption value 33,767,845 Class A common stock subject to possible redemption $ 317,500,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash . . Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 - Income Taxes o ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recogn i more-likely-than-not amounts because of the unrealized change in fair value of warrant liabilities, which was the biggest factor in net income and is not taxable. The Company had a loss from operations during the nine months ended September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income Per Share of Common Stock Net income per common share is computed by dividing net earnings by the weighted-average number of shares of common stock outstanding during the period (for all periods during which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate of shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full). The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The calculation does not include the accretion of Class A common stock to possible redemption amount because redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended Nine Months Ended For the Period from July 6, Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,396,068 $ 599,017 $ 9,304,775 $ 2,985,760 $ — $ — Denominator: Basic and diluted weighted average shares outstanding 31,750,000 7,937,500 24,416,667 7,834,936 — 7,500,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.38 $ 0.38 $ 0.00 $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the condensed balance sheet for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 2020-06 2020-06 2020-06 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 financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth In addition, the 8,625,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 1,125,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full, so that the Sponsor would own 20.0% of issued and outstanding common stock. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20.0% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”), generating proceeds of per share. The proceeds from the sale of the Private Placement Warrants were added to the net 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 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. The excess of fair value of the Private Placement Warrants over the cash received for such warrants totaled $3,507,000, which was expensed at the date of the Initial Public Offering. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Placement Warrants until 30 days after the completion of the Initial Business Combination. |
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 July 2020, the Company issued an aggregate of 8,625,000 shares of Class B common stock to the Sponsor (“Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of the Initial Business Combination on a one-for-one The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last 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 Pursuant to the letter agreement, the Sponsor, officers and directors have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination. Administrative Services Agreement The Company entered into an agreement whereby, commencing on March 4, 2021 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $20,000 for office space, utilities and administrative support. The total amounts of administrative service fees expensed for the three months and nine months ended September 30, 2021 were $60,000 and $138,000, respectively. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note - Related Party On July 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest Related Party Loans In order to finance transaction costs in connection with the Initial Business Combination, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (the “Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 7. COMMITMENTS Registration Rights The holders of Founder Shares, Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The holders of Founder Shares, Placement Warrants and Warrants that may be issued upon conversion of working capital loans will not be able to sell these securities until the termination of the applicable lock-up Underwriting Agreement The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering and over-allotment of $317,500,000, or $6,350,000. In addition, the underwriters have earned an additional three and one half percent (3.50%) on $317,500,000 of the gross proceeds of the Initial Public Offering and over-allotment, or $11,112,500 (“Deferred Underwriting Commission”) that will be paid upon consummation of the Company’s Initial Business Combination. This commitment of $11,112,500 has been recorded as deferred underwriting fee payable on the balance sheet as of September 30, 2021. The underwriting agreement provides that the Deferred Underwriting Commission will be waived by the underwriter if the Company does not complete its Initial Business Combination. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 8. WARRANTS Redeemable Warrants Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 . Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, 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, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its Initial 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 Company’s 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 the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Private Placement Warrants The Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Subsequently, the Sponsor purchased $350,000 of Private Placement Warrants in conjunction with the partial exercise of the underwriters’ overallotment option, which is payable to them upon the closing of the overallotment option (representing 233,333 warrants). Each whole Private Placement Warrant is exercisable for one share of the Company’s Class A common stock at a price of $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering and held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, 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. The Private Placement Warrants will be non-redeemable The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Redeemable Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination. At September 30, 2021, there were 7,937,500 Public Warrants and 5,566,666 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. o liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement re-measurement, |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9. STOCKHOLDERS’ EQUITY Preferred stock , 2020, and September 30, 2020, Class A common stock , 2020, and September 30, 2020, , 0 , 0 Class B common stock , 2020, and September 30, 2020 , 8,625,000, 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 shareholders except as required by law. Prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted one-for-one |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 317,548,981 $ 317,548,981 $ — $ — Liabilities Warrant liability – Public Warrants $ 6,429,375 $ 6,429,375 $ — $ — Warrant liability – Private Placement Warrants $ 4,564,666 $ — $ — $ 4,564,666 December 31, 2020 Assets Investments held in Trust Account: Money Market investments $ — $ — $ — $ — Liabilities Warrant liability – Public Warrants $ — $ — $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ — $ — The Company utilized a Monte Carlo simulation model for the initial valuation of The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021 after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: As of March 4, 2021 Stock Price on Valuation Date $ 10.00 Strike price (Exercise Price Share) $ 11.50 Probability of completing a Business Combination 85.0 % Term (in years) 6.6 Volatility 4% pre-merger / 34% post-merger Risk-free rate 1.12 % Fair value of warrants $ 2.11 The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of March 4, 2021 As Stock price $ 10.00 $ 9.74 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 85.0 % * Dividend yield — % — % Term (in years) 6.6 6.0 Volatility 27.4 % 12.6 % Risk-free rate 1.10 % 1.20 % Fair value of warrants $ 2.13 $ 0.82 * The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of September 30, 2020 $ — $ — $ — Initial measurement as of March 4, 2021 11,360,000 15,825,000 27,185,000 Additional warrants issued in over-allotment 497,000 923,125 1,420,125 Change in valuation inputs or other assumptions (7,292,334 ) (10,318,750 ) (17,611,084 ) Fair value as of September 30, 2021 $ 4,564,666 $ 6,429,375 $ 10,994,041 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $3,241,000 within change in fair value of warrant liabilities in the Condensed Statements of Operations for the three months ended September 30, 2021, $17,611,084 for the nine months ended September 30, 2021 , and $0 for the period from July 6, 2020 (inception) through September 30, 2020. |
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, the Company did not identify any subsequent events that would have required adjustment to or |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on March 3, 2021 as well as the Company’s Current Reports on Form 8-K |
Emerging Growth Company | 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging . |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets, liabilities, and expenses at the date of the condensed financial statements. 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. 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 , 2020 or September 30, |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in net gain (loss) on investments held in Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 31,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 317,500,000 Less: Proceeds allocated to Public Warrants (16,748,125 ) Issuance costs allocated to Class A common stock (17,019,720 ) Plus: Accretion of carrying value to redemption value 33,767,845 Class A common stock subject to possible redemption $ 317,500,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash . |
Income Taxes | . Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 - Income Taxes o ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recogn i more-likely-than-not amounts because of the unrealized change in fair value of warrant liabilities, which was the biggest factor in net income and is not taxable. The Company had a loss from operations during the nine months ended September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock Net income per common share is computed by dividing net earnings by the weighted-average number of shares of common stock outstanding during the period (for all periods during which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate of shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full). The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The calculation does not include the accretion of Class A common stock to possible redemption amount because redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended Nine Months Ended For the Period from July 6, Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,396,068 $ 599,017 $ 9,304,775 $ 2,985,760 $ — $ — Denominator: Basic and diluted weighted average shares outstanding 31,750,000 7,937,500 24,416,667 7,834,936 — 7,500,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.38 $ 0.38 $ 0.00 $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the condensed balance sheet for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 2020-06 2020-06 2020-06 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 financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of revision on each financial statement | The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: June 30, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Class A common stock subject to possible redemption; 31,750,000 shares at redemption value at June 30, 2021 $ 288,052,600 $ 29,447,401 $ 317,500,001 Class A common stock; 0 shares issued and outstanding (excluding 31,750,000 shares subject to possible redemption) at June 30, 2021 $ 294 $ (294 ) $ — Retained earnings (accumulated deficit) $ 4,998,916 $ (29,447,107 ) $ (24,448,191 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (29,447,401 ) $ (24,447,397 ) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common 28,805,260 2,944,740 31,750,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.33 $ 0.33 Basic and diluted weighted average shares outstanding, Class B common (1) 10,882,240 (2,944,740 ) 7,937,500 Basic and diluted net income per share, Class B common stock $ 1.22 $ (0.89 ) $ 0.33 Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common 28,805,260 (8,116,033 ) 20,689,227 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.33 $ 0.33 Basic and diluted weighted average shares outstanding, Class B common (1) 10,882,240 (3,099,436 ) 7,782,804 Basic and diluted net income per share, Class B common stock $ 0.85 $ (0.52 ) $ 0.33 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ (13,194,675 ) $ 13,194,675 $ — Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) - Supplemental disclosure of non-cash investing and financing activities Class A common stock subject to possible redemption $ 288,052,600 $ (288,052,600 ) $ — Accretion of Class A common stock to redemption amount — 33,767,846 33,767,846 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. March 31, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Accrued expenses 8,657 44,148 52,805 Class A common stock subject to possible redemption; 31,750,000 shares at redemption value at March 31, 2021 $ 274,857,926 $ 42,642,074 $ 317,500,000 Class A common stock; 0 shares issued and outstanding (excluding 31,750,000 shares subject to possible redemption) at March 31, 2021 $ 426 $ (426 ) $ — Additional paid-in $ 8,942,156 $ (8,942,156 ) $ — Accumulated deficit $ (3,943,374 ) $ (33,743,640 ) $ (37,687,014 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (42,686,222 ) $ (37,686,220 ) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 27,485,793 (17,980,237 ) 9,505,556 Basic and diluted net loss per share, Class A common stock $ 0.00 $ (0.23 ) $ (0.23 ) Basic and diluted weighted average shares outstanding, Class B common stock (1) 12,201,707 (4,575,318 ) 7,626,389 Basic and diluted net loss per share, Class B common stock $ (0.32 ) $ 0.09 $ (0.23 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) Sale of 31,750,000 units in the Initial Public Offering, net of offering costs of $17,938,020 283,776,302 (283,776,302 ) — Class A common stock subject to possible redemption (274,857,926 ) 274,857,926 — Accretion of Class A common stock to redemption amount — (33,767,846 ) (33,767,846 ) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) - Supplemental disclosure Class A common stock subject to possible redemption 274,857,926 (274,857,926 ) — Accretion of Class A common stock to redemption amount — 33,767,846 33,767,846 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Basic And Diluted Net Income | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended Nine Months Ended For the Period from July 6, Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,396,068 $ 599,017 $ 9,304,775 $ 2,985,760 $ — $ — Denominator: Basic and diluted weighted average shares outstanding 31,750,000 7,937,500 24,416,667 7,834,936 — 7,500,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.38 $ 0.38 $ 0.00 $ 0.00 |
Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled | As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 317,500,000 Less: Proceeds allocated to Public Warrants (16,748,125 ) Issuance costs allocated to Class A common stock (17,019,720 ) Plus: Accretion of carrying value to redemption value 33,767,845 Class A common stock subject to possible redemption $ 317,500,000 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary financial assets measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 317,548,981 $ 317,548,981 $ — $ — Liabilities Warrant liability – Public Warrants $ 6,429,375 $ 6,429,375 $ — $ — Warrant liability – Private Placement Warrants $ 4,564,666 $ — $ — $ 4,564,666 December 31, 2020 Assets Investments held in Trust Account: Money Market investments $ — $ — $ — $ — Liabilities Warrant liability – Public Warrants $ — $ — $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ — $ — |
Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants | The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: As of March 4, 2021 Stock Price on Valuation Date $ 10.00 Strike price (Exercise Price Share) $ 11.50 Probability of completing a Business Combination 85.0 % Term (in years) 6.6 Volatility 4% pre-merger / 34% post-merger Risk-free rate 1.12 % Fair value of warrants $ 2.11 The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of March 4, 2021 As Stock price $ 10.00 $ 9.74 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 85.0 % * Dividend yield — % — % Term (in years) 6.6 6.0 Volatility 27.4 % 12.6 % Risk-free rate 1.10 % 1.20 % Fair value of warrants $ 2.13 $ 0.82 * The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. |
Summary of changes in the fair value of warrant liabilities | Private Public Warrant Fair value as of September 30, 2020 $ — $ — $ — Initial measurement as of March 4, 2021 11,360,000 15,825,000 27,185,000 Additional warrants issued in over-allotment 497,000 923,125 1,420,125 Change in valuation inputs or other assumptions (7,292,334 ) (10,318,750 ) (17,611,084 ) Fair value as of September 30, 2021 $ 4,564,666 $ 6,429,375 $ 10,994,041 |
Description of Organization a_2
Description of Organization and Business Operations And Liquidity - Additional Information (Detail) - USD ($) | Mar. 04, 2023 | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Entity incorporation date | Jul. 6, 2020 | ||||||
Stock issued during period shares | 31,750,000 | 31,750,000 | |||||
Proceeds from issuance of IPO | $ 0 | $ 311,150,000 | |||||
Payments to acquire restricted investments | $ 317,500,000 | ||||||
Share price | $ 10 | ||||||
Restricted investments term | 185 days | ||||||
Stock issuance costs | $ 17,986,366 | ||||||
Payments for underwriting expense | 6,350,000 | ||||||
Deferred underwriting fees | 11,112,500 | ||||||
Other offering costs | 523,866 | ||||||
Cash | $ 294,918 | $ 1,594 | |||||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||||||
Lock in period for redemption of public shares after closing of IPO | 24 months | ||||||
Deferred underwriting commissions | $ 10,500,000 | ||||||
Working capital | $ 605,249 | ||||||
Forecast [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Dissolution expense | $ 100,000 | ||||||
Minimum [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||||
Maximum [Member] | US Treasury and Government [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Restricted investments term | 180 days | ||||||
Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares subject to forfeiture | 1,125,000 | 1,125,000 | |||||
Percentage of shares held to total shares outstanding | 20.00% | ||||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of warrants | $ 8,000,000 | ||||||
Class of warrant or right, issued during the period | 5,333,333 | ||||||
Class of warrant or right, issue price | $ 1.50 | ||||||
Class A Common Stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of IPO | $ 317,500,000 | ||||||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of IPO | $ 317,500,000 | ||||||
IPO [Member] | Class A Common Stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during period shares | 30,000,000 | ||||||
Shares issued price per share | $ 10 | ||||||
Proceeds from issuance of IPO | $ 300,350,000 | ||||||
Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during period shares | 233,333 | ||||||
Payments to acquire restricted investments | $ 17,500,000 | ||||||
Deferred underwriting discount | 612,500 | ||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of IPO | $ 350,000 | ||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of warrants | $ 350,000 | ||||||
Class of warrant or right, issued during the period | 233,333 | ||||||
Class of warrant or right, issue price | $ 1.50 | ||||||
Over-Allotment Option [Member] | Class A Common Stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during period shares | 1,750,000 | ||||||
Shares issued price per share | $ 10 | ||||||
Proceeds from issuance of IPO | $ 17,500,000 | ||||||
Over-Allotment Option [Member] | Common Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Shares subject to forfeiture | 687,500 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Revision on Each Financial Statement (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | Jul. 05, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accrued expenses | $ 4,000 | $ 52,805 | $ 4,000 | ||||||
Class A common stock subject to possible redemption | 317,500,000 | $ 317,500,001 | 317,500,000 | $ 317,500,001 | 317,500,000 | $ 300,000,000 | |||
Additional paid-in capital | $ 24,137 | ||||||||
Retained earnings (accumulated deficit) | (21,453,105) | (24,448,191) | (37,687,014) | (24,448,191) | (21,453,105) | (36,134,787) | |||
Total stockholders equity (deficit) | (21,452,311) | (24,447,396) | (37,686,220) | $ 25,000 | (24,447,396) | (21,452,311) | (36,133,960) | 25,000 | $ 0 |
Sale of 31,750,000 units in the Initial Public Offering, net of offering costs of $17,938,020 | 0 | ||||||||
Class A common stock subject to possible redemption | $ 0 | 0 | |||||||
Class A common stock subject to possible redemption | 0 | 0 | |||||||
Accretion of Class A common stock to redemption amount | 33,767,846 | $ 33,767,846 | |||||||
Common Class A [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Class A common stock subject to possible redemption | 317,500,000 | 317,500,000 | |||||||
Class A common stock | |||||||||
Total stockholders equity (deficit) | $ 0 | 0 | |||||||
Basic and diluted weighted average shares outstanding | 31,750,000 | 31,750,000 | 9,505,556 | 20,689,227 | 24,416,667 | ||||
Basic and diluted net income per share | $ 0.08 | $ 0.33 | $ (0.23) | $ 0 | $ 0.33 | $ 0.38 | |||
Accretion of Class A common stock to redemption amount | $ 33,767,845 | ||||||||
Common Class B [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Class A common stock | $ 794 | 794 | 863 | ||||||
Total stockholders equity (deficit) | $ 794 | $ 794 | $ 794 | $ 863 | $ 794 | $ 794 | $ 863 | $ 0 | |
Basic and diluted weighted average shares outstanding | 7,937,500 | 7,937,500 | 7,626,389 | 7,500,000 | 7,782,804 | 7,834,936 | |||
Basic and diluted net income per share | $ 0.08 | $ 0.33 | $ (0.23) | $ 0 | $ 0.33 | $ 0.38 | |||
As Previously Reported [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accrued expenses | $ 8,657 | ||||||||
Class A common stock subject to possible redemption | $ 288,052,600 | 274,857,926 | $ 288,052,600 | 258,866,039 | |||||
Class A common stock | 294 | 426 | 294 | 411 | |||||
Additional paid-in capital | 8,942,156 | 9,468,428 | |||||||
Retained earnings (accumulated deficit) | 4,998,916 | (3,943,374) | 4,998,916 | (4,469,665) | |||||
Total stockholders equity (deficit) | 5,000,004 | 5,000,002 | 5,000,004 | 5,000,001 | |||||
Sale of 31,750,000 units in the Initial Public Offering, net of offering costs of $17,938,020 | 283,776,302 | ||||||||
Class A common stock subject to possible redemption | $ (13,194,675) | (274,857,926) | |||||||
Class A common stock subject to possible redemption | 274,857,926 | 288,052,600 | |||||||
Accretion of Class A common stock to redemption amount | $ 0 | $ 0 | |||||||
As Previously Reported [Member] | Common Class A [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Basic and diluted weighted average shares outstanding | 28,805,260 | 27,485,793 | 28,805,260 | ||||||
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 | ||||||
As Previously Reported [Member] | Common Class B [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Basic and diluted weighted average shares outstanding | 10,882,240 | 12,201,707 | 10,882,240 | ||||||
Basic and diluted net income per share | $ 1.22 | $ (0.32) | $ 0.85 | ||||||
Adjustment [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accrued expenses | $ 44,148 | ||||||||
Class A common stock subject to possible redemption | $ 29,447,401 | 42,642,074 | $ 29,447,401 | 41,133,961 | |||||
Class A common stock | (294) | (426) | (294) | (411) | |||||
Additional paid-in capital | (8,942,156) | (9,468,428) | |||||||
Retained earnings (accumulated deficit) | (29,447,107) | (33,743,640) | (29,447,107) | (31,665,122) | |||||
Total stockholders equity (deficit) | (29,447,401) | (42,686,222) | (29,447,401) | $ (41,133,961) | |||||
Sale of 31,750,000 units in the Initial Public Offering, net of offering costs of $17,938,020 | (283,776,302) | ||||||||
Class A common stock subject to possible redemption | $ 13,194,675 | 274,857,926 | |||||||
Class A common stock subject to possible redemption | (274,857,926) | (288,052,600) | |||||||
Accretion of Class A common stock to redemption amount | $ 33,767,846 | $ 33,767,846 | |||||||
Adjustment [Member] | Common Class A [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Basic and diluted weighted average shares outstanding | 2,944,740 | (17,980,237) | (8,116,033) | ||||||
Basic and diluted net income per share | $ 0.33 | $ (0.23) | $ 0.33 | ||||||
Adjustment [Member] | Common Class B [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Basic and diluted weighted average shares outstanding | (2,944,740) | (4,575,318) | (3,099,436) | ||||||
Basic and diluted net income per share | $ (0.89) | $ 0.09 | $ (0.52) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Revision on Each Financial Statement (Detail) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
net of offering costs | 31,750,000 | 31,750,000 | ||||
Transaction Costs | $ 17,938,020 | |||||
Common Class A [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 |
Common stock shares subject to possible redemption | 31,750,000 | 31,750,000 | 31,750,000 | 30,000,000 | 0 | 0 |
Restatement Of Previously Iss_5
Restatement Of Previously Issued Financial Statements - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Change in Accounting Estimate [Line Items] | |
Minimum net tangible assets | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule Of Basic And Diluted Net Income (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Numerator: | ||||||
Net income | $ 2,995,085 | $ 13,238,824 | $ (3,943,374) | $ 12,290,535 | ||
Common Class A [Member] | ||||||
Numerator: | ||||||
Net income | $ 2,396,068 | $ 0 | $ 9,304,775 | |||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 31,750,000 | 31,750,000 | 9,505,556 | 20,689,227 | 24,416,667 | |
Basic and diluted net income per share | $ 0.08 | $ 0.33 | $ (0.23) | $ 0 | $ 0.33 | $ 0.38 |
Common Class B [Member] | ||||||
Numerator: | ||||||
Net income | $ 599,017 | $ 0 | $ 2,985,760 | |||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 7,937,500 | 7,937,500 | 7,626,389 | 7,500,000 | 7,782,804 | 7,834,936 |
Basic and diluted net income per share | $ 0.08 | $ 0.33 | $ (0.23) | $ 0 | $ 0.33 | $ 0.38 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
FDIC Insured Amount | $ 250,000 | |||
Unrecognized Tax Benefits | 0 | $ 0 | ||
Accrued for interest and penalties | 0 | 0 | ||
Stock issuance Costs | 17,986,366 | |||
Payments for underwriting expense | 6,350,000 | |||
Deferred underwriting fees | 11,112,500 | |||
Other offering costs | 523,866 | |||
Cash Equivalents | $ 0 | $ 0 | $ 0 | |
Stock issued during period, shares, new issues | 31,750,000 | 31,750,000 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Sponsor [Member] | ||||
Shares Subject To Forfeiture | 1,125,000 | 1,125,000 | ||
Warrant [Member] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 13,504,166 | |||
Public Warrants [Member] | ||||
Offering Costs | $ 966,646 | |||
Class A Common Stock [Member] | ||||
Offering Costs | $ 17,019,720 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 04, 2021 | |
Gross proceeds | $ 0 | $ 311,150,000 | |||
Accretion of carrying value to redemption value | $ 33,767,846 | $ 33,767,846 | |||
Class A common stock subject to possible redemption | $ 317,500,000 | $ 317,500,001 | 317,500,000 | $ 300,000,000 | |
Common Class A [Member] | |||||
Gross proceeds | 317,500,000 | ||||
Proceeds allocated to Public Warrants | (16,748,125) | ||||
Issuance costs allocated to Class A common stock | (17,019,720) | ||||
Accretion of carrying value to redemption value | 33,767,845 | ||||
Class A common stock subject to possible redemption | $ 317,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Mar. 05, 2021 | Mar. 04, 2021 | Jul. 31, 2020 | Jun. 11, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Stock issued during period shares | 31,750,000 | 31,750,000 | |||||||
Class A Common Stock [Member] | |||||||||
Temporary equity shares outstanding | 30,000,000 | 31,750,000 | 0 | 31,750,000 | 31,750,000 | 0 | |||
Founder Shares [Member] | Class B Common Stock [Member] | |||||||||
Stock issued during period shares | 8,625,000 | 8,625,000 | |||||||
Sponsor [Member] | |||||||||
Percentage of minimum shares to be maintained | 20.00% | ||||||||
Shares subject to forfeiture | 1,125,000 | 1,125,000 | |||||||
Sponsor [Member] | Founder Shares [Member] | Class B Common Stock [Member] | |||||||||
Temporary equity shares outstanding | 1,125,000 | ||||||||
Redeemable Warrant [Member] | |||||||||
Description of number of securities in each warrant | Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (“Redeemable Warrant”). | ||||||||
Requisites for warrants to become exercisable | The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. | ||||||||
IPO [Member] | |||||||||
Capital units sold | 30,000,000 | ||||||||
Price per capital unit | $ 10 | ||||||||
IPO [Member] | Class A Common Stock [Member] | |||||||||
Stock issued during period shares | 30,000,000 | ||||||||
Private Placement [Member] | |||||||||
Exercise price of warrant | $ 11.50 | ||||||||
Over-Allotment Option [Member] | |||||||||
Stock issued during period shares | 233,333 | ||||||||
Over-Allotment Option [Member] | Class A Common Stock [Member] | |||||||||
Stock issued during period shares | 1,750,000 | ||||||||
Over-Allotment Option [Member] | Class B Common Stock [Member] | |||||||||
Shares subject to forfeiture | 687,500 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 |
Stock issued during period, shares, new issues | 31,750,000 | 31,750,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||
Excess of private placement warrants fair value over purchase price | $ 3,507,000 | ||||
Private Placement Warrants [Member] | |||||
Number of warrants or rights outstanding | 8,000,000 | ||||
Sponse [Member] | |||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | ||||
Sponse [Member] | Private Placement Warrants [Member] | |||||
Number of warrants or rights outstanding | 5,566,666 | ||||
Private Placement Warrants [Member] | |||||
Stock issued during period, shares, new issues | 5,333,333 | ||||
Shares Issued, Price Per Share | $ 1.50 | ||||
Stock Issued During Period, Value, Issued for Services | $ 350,000 | ||||
Over-Allotment Option [Member] | |||||
Stock issued during period, shares, new issues | 233,333 | ||||
Common Class A [Member] | |||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | ||||
Common Class A [Member] | Sponse [Member] | |||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | ||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||
Shares Issued, Price Per Share | $ 11.50 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Stock issued during period, shares, new issues | 1,750,000 | ||||
Shares Issued, Price Per Share | $ 10 |
Related Party Transactions-Addi
Related Party Transactions-Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Jul. 31, 2020 | Jul. 06, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, new issues | 31,750,000 | 31,750,000 | |||||
Stock issued during period value new issues | $ 0 | ||||||
Share price | $ 10 | $ 10 | |||||
Stockholders equity reverse stock split | one-for-one basis | one-for-one basis | |||||
Office Space Secretarial And Administrative Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Total amounts of administrative service fees expensed | $ 60,000 | $ 138,000 | |||||
Sponse [Member] | Office Space Secretarial And Administrative Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 20,000 | ||||||
Sponse [Member] | Related Party Loan [Member] | IPO [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 300,000 | ||||||
Debt instrument maturity date | Jun. 30, 2021 | ||||||
Sponse [Member] | Prommissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note- related party | $ 164,000 | ||||||
Sponse [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 1,500,000 | $ 1,500,000 | |||||
Debt conversion price per share | $ 1 | $ 1 | |||||
Founder Shares [Member] | Share Price Equal Or Exceeds 12 Rs per dollar [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ 12 | $ 12 | |||||
Common stock transfers, restriction on number of days from the date of business combination | 150 days | ||||||
Founder Shares [Member] | Share Price Equal Or Exceeds 12 Rs per dollar [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock transfers threshold trading days | 30 days | ||||||
Founder Shares [Member] | Share Price Equal Or Exceeds 12 Rs per dollar [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock transfers threshold trading days | 20 days | ||||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, new issues | 8,625,000 | 8,625,000 | |||||
Stock issued during period value new issues | $ 25,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Commitments [Line Items] | ||
Under writing discount percentage | 2.00% | |
Proceeds from issuance initial public offering | $ 0 | $ 311,150,000 |
Under writing additional discount percentage | 3.50% | |
Deferred underwriting commission | $ 11,112,500 | |
Payments for underwriting expense | 6,350,000 | |
Deferred Underwriting Commission Payable [Member] | ||
Commitments [Line Items] | ||
Deferred compensation liability, classified noncurrent | 11,112,500 | |
IPO [Member] | ||
Commitments [Line Items] | ||
Proceeds from issuance initial public offering | $ 317,500,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Number of days following its Initial Business Combination until the expiration of the warrants | 60 days | |||||
Share Price | $ 10 | |||||
Stock issued during period, shares, new issues | 31,750,000 | 31,750,000 | ||||
Stock issued during period value issued for services | $ 25,000 | |||||
Sponse [Member] | ||||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | |||||
Private Placement Warrants [Member] | ||||||
Stock issued during period, shares, new issues | 5,333,333 | |||||
Shares issued, price per share | $ 1.50 | |||||
Stock issued during period value issued for services | $ 350,000 | |||||
Number of Months restricted after business combination from the date of Intial public offering | 24 months | |||||
Over-Allotment Option [Member] | ||||||
Stock issued during period, shares, new issues | 233,333 | |||||
Common Class A [Member] | ||||||
Class of warrants or rights transfers restriction on number of days from the date of business combination | 60 days | |||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | |||||
Common Class A [Member] | Sponse [Member] | ||||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | |||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||
Shares issued, price per share | $ 11.50 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Stock issued during period, shares, new issues | 1,750,000 | |||||
Shares issued, price per share | $ 10 | |||||
Common Class A [Member] | Share price equal or exceeds 18.00 Rs per dollar [Member] | ||||||
Share Price | $ 18 | |||||
Number of consecutive trading days for determining the share price | 20 days | |||||
Number of trading days for determining the share price | 30 days | |||||
Share redemption trigger price | $ 18 | |||||
Class of warrant or right exercise price adjustment percentage higher of market value | 180.00% | |||||
Common Class A [Member] | Share Price Equal or Less 9.2 Rs per dollar [Member] | ||||||
Exercise price of warrants or rights outstanding | $ 9.20 | |||||
Share redemption trigger price | $ 9.20 | |||||
Minimum gross proceeds required from issuance of equity | 60.00% | |||||
Class of warrant or right minimum notice period For Redemption | 20 days | |||||
Class of warrant or right exercise price adjustment percentage higher of market value | 115.00% | |||||
Redeemable Warrants [Member] | Share price equal or exceeds 18.00 Rs per dollar [Member] | ||||||
Class of warrants redemption price per unit | $ 0.01 | |||||
Number of days of notice to be given for the redemption of warrants | 30 days | |||||
Redeemable Warrants [Member] | Common Class A [Member] | ||||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||||
Exercise price of warrants or rights outstanding | $ 11.50 | |||||
Number of securities called by warrants or rights | 1 | |||||
Warrants and rights outstanding term | 5 years | |||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |||||
Public Warrants [Member] | ||||||
Exercise price of warrants or rights outstanding | $ 0.81 | |||||
Number of warrants or rights outstanding. | 7,937,500 | |||||
Private Placement Warrants [Member] | ||||||
Number of warrants or rights outstanding. | 8,000,000 | |||||
Private Placement Warrants [Member] | Sponse [Member] | ||||||
Number of warrants or rights outstanding. | 5,566,666 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock shares issued | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Common Class A [Member] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Common stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | ||
Common stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | ||
Common stock, conversion basis | one vote | |||||||
Common stock shares subject to possible redemption | 31,750,000 | 31,750,000 | 31,750,000 | 30,000,000 | 0 | 0 | ||
Percentage of common stock outstanding after conversion | 20.00% | |||||||
Common Class B [Member] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock, shares issued | 7,937,500 | [1] | 8,625,000 | [2] | 8,625,000 | |||
Common stock, shares outstanding | 7,937,500 | [1] | 8,625,000 | [2] | 8,625,000 | |||
Common stock, conversion basis | one vote | |||||||
[1] | Excludes 687,500 shares of Class B common stock that were forfeited on March 5, 2021 as a result of the exercise of the underwriter’s over-allotment option (see Note 4). | |||||||
[2] | Includes an aggregate of up to 1,125,000 shares held by the sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full. |
Fair value measurements - Summa
Fair value measurements - Summary financial assets measured at fair value on a recurring basis (Detail) - USD ($) | Sep. 30, 2021 | Mar. 03, 2021 | Dec. 31, 2020 |
Money Market investments | |||
Assets | |||
Money market investments | $ 317,548,981 | ||
Money Market investments | Level 1 | |||
Assets | |||
Money market investments | 317,548,981 | ||
Money Market investments | Level 2 | |||
Assets | |||
Money market investments | |||
Money Market investments | Level 3 | |||
Assets | |||
Money market investments | |||
Public Warrants | |||
Liabilities | |||
Warrant liability | 6,429,375 | $ 15,825,000 | |
Public Warrants | Level 1 | |||
Liabilities | |||
Warrant liability | 6,429,375 | ||
Public Warrants | Level 2 | |||
Liabilities | |||
Warrant liability | |||
Public Warrants | Level 3 | |||
Liabilities | |||
Warrant liability | |||
Private Placement Warrants | |||
Liabilities | |||
Warrant liability | 4,564,666 | $ 11,360,000 | |
Private Placement Warrants | Level 1 | |||
Liabilities | |||
Warrant liability | |||
Private Placement Warrants | Level 2 | |||
Liabilities | |||
Warrant liability | |||
Private Placement Warrants | Level 3 | |||
Liabilities | |||
Warrant liability | $ 4,564,666 |
Fair value measurements - Sum_2
Fair value measurements - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants (Detail) - Public Warrants | Mar. 04, 2021$ / shares$ / Day |
Stock Price on Valuation Date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Sale of stock price per share | $ / shares | $ 10 |
Strike price (Exercise Price Share) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Average price risk option strike price | $ / Day | 11.50 |
Probability of completing a Business Combination | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination contingent consideration, liability measurement input | 0.850 |
Term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding term | 6 years 7 months 6 days |
Volatility | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0.04 |
Volatility | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0.34 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0.0112 |
Fair value of warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0.0211 |
Fair value measurements - Sum_3
Fair value measurements - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Private Warrants (Detail) - Private Placement Warrants | Sep. 30, 2021$ / shares$ / Day | Mar. 04, 2021$ / shares$ / Day |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sale of stock price per share | $ / shares | $ 9.74 | $ 10 |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Average price risk option strike price | $ / Day | 11.50 | 11.50 |
Probability of completing a Business Combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination contingent consideration, liability measurement input | 0.850 | |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 6 years | 6 years 7 months 6 days |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.126 | 0.274 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0120 | 0.0110 |
Fair value of warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.82 | 2.13 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Gain recognized on change in fair value of warrants liabilities | $ 3,241,000 | $ 0 | $ 17,611,084 |
Public Warrants [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.81 | $ 0.81 |
Fair value measurements - Sum_4
Fair value measurements - Summary of changes in the fair value of warrant liabilities (Detail) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Change in valuation inputs or other assumptions | $ (3,241,000) | $ (17,611,084) | |
Private Placement Warrants | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Beginning balance | $ 11,360,000 | ||
Additional warrants issued in over-allotment | 497,000 | ||
Change in valuation inputs or other assumptions | (7,292,334) | ||
Ending balance | 4,564,666 | 4,564,666 | 4,564,666 |
Public Warrants | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Beginning balance | 15,825,000 | ||
Additional warrants issued in over-allotment | 923,125 | ||
Change in valuation inputs or other assumptions | (10,318,750) | ||
Ending balance | 6,429,375 | 6,429,375 | 6,429,375 |
Warrant Liabilities | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Beginning balance | 27,185,000 | ||
Additional warrants issued in over-allotment | 1,420,125 | ||
Change in valuation inputs or other assumptions | (17,611,084) | ||
Ending balance | $ 10,994,041 | $ 10,994,041 | $ 10,994,041 |