Twelve Seas Investment Company II (TWLVU) 10-Q 22 Jul 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Jul. 22, 2021
Document Information Line Items
Entity Registrant Name	Twelve Seas Investment Co. II
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001819498
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39735
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		35,665,000
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 1,370,145	$ 74,810
Prepaid expenses	195,887
Total current assets	1,566,032	74,810
Deferred offering costs		112,800
Securities held in Trust Account	345,000,864
Total Assets	346,566,896	187,610
Current liabilities:
Accrued offering costs and expenses	115,800
Promissory note – related party	37,500	163,561
Total current liabilities	153,300	163,561
Warrant liability	8,802,318
Total liabilities	8,955,618	163,561
Commitments
Common Stock subject to possible redemption, 33,261,127 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively	332,611,270
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,403,873 and 0 shares issued and outstanding (excluding 33,261,127 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively	240
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020	863	863
Additional paid-in capital	5,088,447	24,137
Accumulated deficit	(89,542)	(951)
Total stockholders’ equity	5,000,008	24,049
Total Liabilities and Stockholders’ Equity	$ 346,566,896	$ 187,610

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common Stock subject to possible redemption	33,261,127	0
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,403,873	0
Common stock, shares outstanding	2,403,873	0
Class B Common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 82,958
Loss from Operations	(82,958)
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account	864
Offering costs allocated to warrants	(260,113)
Change in fair value of warrant liability	253,616
Total other income	(5,633)
Net loss	$ (88,591)
Weighted average shares outstanding of redeemable Class A common stock (in Shares) | shares	33,600,000
Basic and diluted net loss per share, redeemable Class A common stock (in Dollars per share) | $ / shares
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares) | shares	8,182,333	[1]
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.01)
[1]	On March 8, 2021, the underwriters exercised the full-overallotment which made 1,125,000 founder shares no longer subject to forfeiture.

Unaudited Condensed Statement_2

Unaudited Condensed Statement of Changes in Stockholders’ Equity - 3 months ended Mar. 31, 2021 - USD ($)	Class ACommon stock	Class B Common stockCommon stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 863	$ 24,137	$ (951)	$ 24,049
Balance (in Shares) at Dec. 31, 2020		8,625,000
Sale of 30,000,000 Class A shares on March 2, 2021 and 4,500,000 Class A shares on March 10, 2021 through public offering and over-allotment, net of fair value of warrant liability and offering costs	$ 3,450		326,261,668		326,265,118
Sale of 30,000,000 Class A shares on March 2, 2021 and 4,500,000 Class A shares on March 10, 2021 through public offering and over-allotment, net of fair value of warrant liability and offering costs (in Shares)	34,500,000
Sale of 800,000 Private Class A shares on March 2, 2021 and 90,000 Class A shares on March 10, 2021 through public offering and over-allotment, net of fair value of warrant liability and offering costs	$ 89		8,660,613		8,660,702
Sale of 800,000 Private Class A shares on March 2, 2021 and 90,000 Class A shares on March 10, 2021 through public offering and over-allotment, net of fair value of warrant liability and offering costs (in Shares)	890,000
Issuance of representative shares	$ 27		2,749,973		2,750,000
Issuance of representative shares (in Shares)	275,000
Net loss				(88,591)	(88,591)
Common stock subject to possible redemption	$ (3,326)		(332,607,944)		(332,611,270)
Common stock subject to possible redemption (in Shares)	(33,261,127)
Balance at Mar. 31, 2021	$ 240	$ 863	$ 5,088,447	$ (89,542)	$ 5,000,008
Balance (in Shares) at Mar. 31, 2021	2,403,873	8,625,000

Unaudited Condensed Statement_3

Unaudited Condensed Statement of Changes in Stockholders’ Equity (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Class A Common stock
Sale of Shares	30,000,000
Class A Common stock | Over-Allotment
Sale of Shares	4,500,000
Private Class A Shares
Sale of Shares	800,000
Private Class A Shares | Over-Allotment
Sale of Shares	90,000

Unaudited Condensed Statement_4

Unaudited Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (88,591)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(864)
Offering costs allocated to warrants	260,113
Change in fair value of warrant liability	(253,616)
Changes in operating assets and liabilities:
Prepaid Expenses	(195,887)
Accrued offering costs and expenses	61,250
Net cash used in operating activities	(217,595)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriters’ discount	338,100,000
Proceeds from issuance of Private Placement	8,900,000
Repayment of promissory note – related party	(163,561)
Payment of offering costs	(323,509)
Net cash provided by financing activities	346,512,930
Net change in cash	1,295,335
Cash, beginning of period	74,810
Cash, end of the period	1,370,145
Supplemental disclosure of cash flow information:
Initial value of Class A common stock subject to possible redemption	288,620,120
Change in Class A common stock subject to possible redemption	43,991,150
Initial classification of warrant liability	9,055,934
Fair Value of representative shares issued for no consideration	$ 2,750,000

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Twelve Seas Investment Company II (the “Company”) is a newly organized blank check company incorporated in Delaware on July 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 21, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company’s sponsor is Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 4. The underwriters had a 45-day option from the date of the IPO (March 2, 2021) to purchase up to an additional 4,500,000 units to cover over-allotments. On March 8, 2021, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 4,500,000 Units (the “ Over-Allotment Units Simultaneously with the closing of the IPO, the Company completed the private sale (the “ Private Placement Private Placement Units Sponsor Representatives Mizuho Transaction costs amounted to $10,178,359 consisting of $6,900,000 of underwriting commissions, fair value of the representative shares of $2,750,000 and $528,359 of other cash offering costs. As of March 31, 2021, $1,370,145 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the IPO and the over-allotment option, which was fully exercised, on March 2, 2021 and March 10, 2021, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will have 24 months from the closing of the IPO, or until March 2, 2023, to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its founder shares and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Sponsor, officers and directors and Representatives have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of March 31, 2021, the Company had $1,370,145 in its operating bank account, and working capital of $1,412,732. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	3 Months Ended
	Mar. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants, (collectively, the “Warrants”) the Company issued in March 2021, the Company’s previously issued balance sheet as of March 2, 2021 on Form 8-K should no longer be relied upon. As such, the Company is restating its balance sheet included in this Quarterly Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on March 2, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 2, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of March 2, 2021, should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock and should no longer be relied upon. Impact of the Restatement The impact to the balance sheet dated March 2, 2021, filed on Form 8-K on March 8, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $7.88 million increase to warrant liabilities on March 2, 2021 and offsetting decrease to the Class A common stock subject to redemption. There is no change to total stockholders’ equity at any reported balance sheet date. As of March 2, 2021 As Restatement As Balance Sheet as of March 2, 2021 Total assets $ 302,229,376 $ — $ 302,229,376 Liabilities and stockholders’ equity Total current liabilities $ 727,506 $ — $ 727,506 Stock warrant liabilities — 7,881,739 7,881,739 Total liabilities 727,506 7,881,739 8,609,245 Class A common stock, $0.0001 par value; shares subject to possible redemption 296,501,860 (7,881,740 ) 288,620,120 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 142 79 221 Class B common stock - $0.0001 par value 863 — 863 Additional paid-in-capital 5,007,026 236,696 5,243,722 Accumulated deficit (8,021 ) (236,774 ) (244,795 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 302,229,376 $ — $ 302,229,376

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on March 1, 2021 which contains the audited financial statements as of December 31, 2020 and notes thereto. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $0 as of March 31, 2021 and December 31, 2020. Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in money market fund. At March 31, 2021, the Company had $345 million in cash held in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 33,261,127 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 11,796,667 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income per share for Common Stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net loss per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class B Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. Reconciliation of Net Loss per Common Share The Company’s condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Accordingly, basic and diluted loss per common share of Class A common stock and Class B common stock is calculated as follows: Three Months Ended Net loss per share for Class A common stock: Interest income earned on securities held in the Trust Account $ 864 Less: Interest income available to the Company for taxes (864 ) Adjusted net loss $ — Weighted average shares outstanding of Class A common stock 33,600,000 Basic and diluted net loss per share, Class A common stock $ (0.00 ) Net Loss per share for Class B common stock: Net loss $ (88,591 ) Less: Income attributable to Class A common stock — Adjusted net loss $ (88,591 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,182,333 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ (0.01 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On March 2, 2021, the Company consummated the IPO of 30,000,000 units (the “Units”), at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant 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 IPO and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 7). The underwriters had a 45-day option from the date of the IPO (March 2, 2021) to purchase up to an additional 4,500,000 units to cover over-allotments. On March 8, 2021, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 4,500,000 Units occurred on March 10, 2021, generating proceeds of $45,000,000.

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and the Representatives purchased an aggregate of 800,000 Private Units at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $8,000,000. The Private Units (and the underlying securities) are identical to the Units sold as part of the Units in the IPO. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 90,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $900,000 of gross proceeds. The Company’s Sponsor, officers, directors, and Representative agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to the founder shares, private shares, and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering. In addition, the Company’s Sponsor, officers, directors, and Representative have agreed to vote any founder shares, private shares, and public 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 Company’s initial business combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares In August 2020, the Company issued 5,750,000 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.004 per share, in connection with formation. On January 26, 2021, the Company effected a stock dividend of 0.25 shares for each Class B common stock outstanding, resulting in there being an aggregate of 7,187,500 Founder Shares outstanding. On February 25, 2021, the Company effected a stock dividend of 0.2 for each share of Class B common stock outstanding, resulting in the initial stockholders holding an aggregate of 8,625,000 Founder Shares. This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 8, 2021, the underwriter exercised its over-allotment option in full, hence, the 1,125,000 Founder Shares are no longer subject to forfeiture since then. The Sponsor agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On July 21, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of March 31, 2021 or the closing of the IPO. The loan was not repaid upon the closing of the IPO and is due on demand. As of March 2, 2021, the Company had incurred an aggregate of $201,061 of offering expenses from the IPO under the promissory note. The Company repaid $163,561 on March 25, 2021 and owed $37,500 as of March 31, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. At March 31, 2021 and December 31, 2020, no Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed, commencing on the Effective Date of the IPO, March 2, 2021, to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 1, 2021 through March 31, 2021, the Company incurred and paid $10,000 which is included in formation cost on the statement of operations.

Warrant Liability

Warrant Liability	3 Months Ended
	Mar. 31, 2021
Warrant Liability [Abstract]
Warrant Liability	Note 7 — Warrant Liability The Company has outstanding warrants to purchase an aggregate of 11,796,667 shares of the Company’s common stock issued in connection with the IPO and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). Each whole warrant entitles the registered holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. 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 residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if it is unable to register or qualify the underlying securities or sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per share (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, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described 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, and the $10.00 per share redemption trigger described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary shares, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $9,055,934 of warrant liability upon issuance as of March 2, 2021 as adjusted for the closing of the Underwriters’ fully exercised over-allotment option. For the three months ended March 31, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $(253,616) on the statement of operations, resulting in warrant liabilities of $8,802,318 as of March 31, 2021 on the condensed balance sheet. The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 2, 2021, as adjusted for over-allotment (as restated) $ 9,055,934 Change in fair value of warrant liabilities (253,616 ) Warrant liabilities at March 31, 2021 $ 8,802,318 The estimated fair value of the warrant liability at March 2, 2021, was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. As of March 31, 2021, there was no transfer to/from Levels 1, 2 and 3. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2021 and March 2, 2021 (date of issuance): March 31, March 2, Exercise price $ 11.50 $ 11.50 Stock price $ 9.601 $ 9.744 Volatility 13.4 % 13.4 % Expected life of the options to convert 6.13 6.21 Risk-free rate 1.19 % 0.96 % Dividend yield — % — % Likelihood of completing a business combination 85 % 85 %

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, Quoted Significant Significant Assets: Securities held in Trust Account $ 345,000,864 $ 345,000,864 $ — $ — $ 345,000,864 $ 345,000,864 $ — $ — Liabilities: Warrant liability - Public Warrants $ 8,573,600 $ — $ — $ 8,573,600 Warrant liability – Private Warrants 228,718 — — 228,718 $ 8,802,318 $ — $ — $ 8,802,318 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. During the three months ended March 31, 2021, there were no transfers in or out of Level 3.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9 — Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on February 25,2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option from March 2, 2021 to purchase up to an additional 4,500,000 units to cover over-allotments. On March 2, 2021, the Company paid an underwriting discount of $6,000,000. On March 10, 2021, the underwriters purchased an additional 4,500,000 units to exercise its over-allotment option in full. The Company paid an additional underwriting discount of $900,000 related to the over-allotment. Business Combination Marketing Agreement The Company has engaged Mizuho as an advisor in connection with its business combination to assist the Company in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with its initial business combination, assist the Company in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the business combination. The Company will pay Mizuho a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering. Representative Shares On March 2, 2021, the Company issued the underwriter (and/or its designees) (the “Representative”) 275,000 shares of Class A common stock (the “Representative Shares”) upon the consummation of the IPO. The Company accounts for the Representative Shares as an expense of the IPO resulting in a charge directly to stockholders’ equity, at an estimated fair value of $2,750,000. In addition, the underwriter (and/or its designees) agree (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial business combination within the Combination Period.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 10 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 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 financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on March 1, 2021 which contains the audited financial statements as of December 31, 2020 and notes thereto.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	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 had cash equivalents of $0 as of March 31, 2021 and December 31, 2020.
Cash Held in Trust Account	Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in money market fund. At March 31, 2021, the Company had $345 million in cash held in the Trust Account.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date. The Company has determined that both the private and public warrants are a derivative instrument. The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 33,261,127 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 11,796,667 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income per share for Common Stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net loss per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class B Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.
Reconciliation of Net Loss per Common Share	Reconciliation of Net Loss per Common Share The Company’s condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Accordingly, basic and diluted loss per common share of Class A common stock and Class B common stock is calculated as follows: Three Months Ended Net loss per share for Class A common stock: Interest income earned on securities held in the Trust Account $ 864 Less: Interest income available to the Company for taxes (864 ) Adjusted net loss $ — Weighted average shares outstanding of Class A common stock 33,600,000 Basic and diluted net loss per share, Class A common stock $ (0.00 ) Net Loss per share for Class B common stock: Net loss $ (88,591 ) Less: Income attributable to Class A common stock — Adjusted net loss $ (88,591 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,182,333 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ (0.01 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of Impact of the Restatement	As of March 2, 2021 As Restatement As Balance Sheet as of March 2, 2021 Total assets $ 302,229,376 $ — $ 302,229,376 Liabilities and stockholders’ equity Total current liabilities $ 727,506 $ — $ 727,506 Stock warrant liabilities — 7,881,739 7,881,739 Total liabilities 727,506 7,881,739 8,609,245 Class A common stock, $0.0001 par value; shares subject to possible redemption 296,501,860 (7,881,740 ) 288,620,120 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 142 79 221 Class B common stock - $0.0001 par value 863 — 863 Additional paid-in-capital 5,007,026 236,696 5,243,722 Accumulated deficit (8,021 ) (236,774 ) (244,795 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 302,229,376 $ — $ 302,229,376

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	Three Months Ended Net loss per share for Class A common stock: Interest income earned on securities held in the Trust Account $ 864 Less: Interest income available to the Company for taxes (864 ) Adjusted net loss $ — Weighted average shares outstanding of Class A common stock 33,600,000 Basic and diluted net loss per share, Class A common stock $ (0.00 ) Net Loss per share for Class B common stock: Net loss $ (88,591 ) Less: Income attributable to Class A common stock — Adjusted net loss $ (88,591 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,182,333 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ (0.01 )

Warrant Liability (Tables)

Warrant Liability (Tables)	3 Months Ended
	Mar. 31, 2021
Warrant Liability [Abstract]
Schedule of change in fair value of the warrant liabilities	Warrant liability at March 2, 2021, as adjusted for over-allotment (as restated) $ 9,055,934 Change in fair value of warrant liabilities (253,616 ) Warrant liabilities at March 31, 2021 $ 8,802,318
Schedule of quantitative information regarding Level 3 fair value measurements	March 31, March 2, Exercise price $ 11.50 $ 11.50 Stock price $ 9.601 $ 9.744 Volatility 13.4 % 13.4 % Expected life of the options to convert 6.13 6.21 Risk-free rate 1.19 % 0.96 % Dividend yield — % — % Likelihood of completing a business combination 85 % 85 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	March 31, Quoted Significant Significant Assets: Securities held in Trust Account $ 345,000,864 $ 345,000,864 $ — $ — $ 345,000,864 $ 345,000,864 $ — $ — Liabilities: Warrant liability - Public Warrants $ 8,573,600 $ — $ — $ 8,573,600 Warrant liability – Private Warrants 228,718 — — 228,718 $ 8,802,318 $ — $ — $ 8,802,318

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Mar. 10, 2021	Mar. 08, 2021	Mar. 02, 2021	Mar. 31, 2021
Organization and Business Operations (Details) [Line Items]
Shares Issued, Price Per Share (in Dollars per share)		$ 12		$ 10
Warrants and Rights Outstanding				$ 8,000,000
Additional units purchased (in Shares)				11,796,667
Price per share (in Dollars per share)				$ 10
Transaction Costs				$ 10,178,359
Underwriting Commissions				$ 6,900,000
Fair Value of the Representative Shares (in Shares)				2,750,000
Other cash offering costs				$ 528,359
Cash held outside of the Trust Account				$ 1,370,145
Business Operations Description				on March 2, 2021 and March 10, 2021, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.
Redemption of public shares percentage				100.00%
Net tangible assets				$ 5,000,001
Public per share (in Dollars per share)				$ 10
Operating Bank Account				$ 1,370,145
Working capital				1,412,732
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Issuance of shares (in Shares)			30,000,000
Share price (in Dollars per share)			$ 10
Gross proceeds			$ 300,000,000
Price per share (in Dollars per share)	$ 10		$ 10
Net proceeds	$ 345,000,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Issuance of shares (in Shares)	45,000,000	4,500,000	4,500,000
Gross proceeds	$ 45,000,000
Issuance of shares (in Shares)			4,500,000
Warrants and Rights Outstanding				$ 900,000
Additional units purchased (in Shares)				90,000
Price per share (in Dollars per share)				$ 10
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Sale of private placement warrants (in Shares)				800,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) $ in Thousands	Mar. 02, 2021USD ($)
Condensed Financial Information Disclosure [Abstract]
Increase to warrant liabilities	$ 7,880

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of Impact of the Restatement	Mar. 02, 2021USD ($)
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	$ 302,229,376
Total current liabilities	727,506
Total liabilities	727,506
Class A common stock, $0.0001 par value; shares subject to possible redemption	296,501,860
Stockholders’ equity
Additional paid-in-capital	5,007,026
Accumulated deficit	(8,021)
Total stockholders’ equity	5,000,010
Total liabilities and stockholders’ equity	302,229,376
As Previously Reported [Member] | Class A Common stock [Member]
Stockholders’ equity
Common stock Value	142
As Previously Reported [Member] | Class B Common stock [Member]
Stockholders’ equity
Common stock Value	863
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	302,229,376
Total current liabilities	727,506
Stock warrant liabilities	7,881,739
Total liabilities	8,609,245
Class A common stock, $0.0001 par value; shares subject to possible redemption	288,620,120
Stockholders’ equity
Additional paid-in-capital	5,243,722
Accumulated deficit	(244,795)
Total stockholders’ equity	5,000,010
Total liabilities and stockholders’ equity	302,229,376
As Restated [Member] | Class A Common stock [Member]
Stockholders’ equity
Common stock Value	221
As Restated [Member] | Class B Common stock [Member]
Stockholders’ equity
Common stock Value	863
Restatement Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Stock warrant liabilities	7,881,739
Total liabilities	7,881,739
Class A common stock, $0.0001 par value; shares subject to possible redemption	(7,881,740)
Stockholders’ equity
Additional paid-in-capital	236,696
Accumulated deficit	(236,774)
Restatement Adjustment [Member] | Class A Common stock [Member]
Stockholders’ equity
Common stock Value	$ 79

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of Impact of the Restatement (Parentheticals)	Mar. 02, 2021$ / shares
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value	$ 0.0001
As Previously Reported [Member] | Class A Common stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Previously Reported [Member] | Class B Common stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
Restatement Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value	0.0001
Restatement Adjustment [Member] | Class A Common stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
Restatement Adjustment [Member] | Class B Common stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value	0.0001
As Restated [Member] | Class A Common stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001
As Restated [Member] | Class B Common stock [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	$ 0.0001

Significant Accounting Polici_3

Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Money market funds | $	$ 345,000,000
Federal depository insurance | $	$ 250,000
Class A Common stock [Member]
Significant Accounting Policies (Details) [Line Items]
common stock subject to possible redemption | shares	33,261,127
warrants exercisable | shares	11,796,667

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Class A Common stock [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items]
Interest income earned on securities held in the Trust Account	$ 864
Less: Interest income available to the Company for taxes	(864)
Adjusted net loss
Weighted average shares outstanding of Class A common stock (in Shares) | shares	33,600,000
Basic and diluted net loss per share, Class A common stock (in Dollars per share) | $ / shares	$ 0
Class B Common stock [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items]
Net loss	$ (88,591)
Less: Income attributable to Class A common stock
Adjusted net loss	$ (88,591)
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares) | shares	8,182,333
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.01)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Mar. 10, 2021	Mar. 08, 2021	Mar. 02, 2021	Mar. 31, 2021
Initial Public Offering (Details) [Line Items]
Sale of stock price (in Dollars per share)				$ 10
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of additional stock issued			30,000,000
Sale of stock price (in Dollars per share)	$ 10		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of additional stock issued	45,000,000	4,500,000	4,500,000
Sale of stock price (in Dollars per share)				$ 10
Class A Common stock [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock price (in Dollars per share)			$ 11.50

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Gross proceeds to Company	$ 8,900,000
Public shares	100.00%
IPO [Member]
Private Placement (Details) [Line Items]
Purchased an aggregate shares | shares	800,000
Purchase Price Per Unit | $ / shares	$ 10
Gross proceeds to Company	$ 8,000,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Purchased an aggregate shares | shares	90,000
Purchase Price Per Unit | $ / shares	$ 10
Gross proceeds to Company	$ 900,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended					3 Months Ended
	Mar. 31, 2021	Mar. 02, 2021	Feb. 25, 2021	Jan. 26, 2021	Aug. 31, 2020	Mar. 31, 2021	Mar. 25, 2021	Mar. 08, 2021	Jul. 21, 2020
Related Party Transactions (Details) [Line Items]
Price per share	$ 10					$ 10		$ 12
Stock dividend			0.2	0.25
Founder shares			8,625,000	7,187,500
Common stock subject to forfeiture			1,125,000
Share no longer subject to forfeiture								1,125,000
Aggregate principal amount									$ 300,000
Incurred offering expenses		$ 201,061
Company repaid							$ 163,561
Owed value	$37,500
Working Capital Loans						$ 1,500,000
Price per warrant	$ 1					$ 1
Fee an aggregate of office space		$ 10,000
Formation costs						$ 10,000
Class B Common stock [Member]
Related Party Transactions (Details) [Line Items]
Shares issued					5,750,000
Aggregate purchase price					$ 25,000
Price per share					$ 0.004

Warrant Liability (Details)

Warrant Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 02, 2021	Dec. 31, 2020
Warrant Liability (Details) [Line Items]
Purchase of outstanding Warrants	11,796,667
Warrants expire term	5 years
Warrant liability		$ 9,055,934
Change in fair value of warrant liabilities	$ (253,616)
Warrant liabilities	$ 8,802,318
Class A Common stock [Member]
Warrant Liability (Details) [Line Items]
Share price	$ 11.50
Redemption of warrants per share	$ 18
Redeem outstanding warrants, description	● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior the date on which the Company sends the notice of redemption to the warrant holders.
Business combination, description	(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 a Business Combination at an issue price or effective issue price of less than $9.20 per share (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, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described 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, and the $10.00 per share redemption trigger described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Class A Common Stock One [Member]
Warrant Liability (Details) [Line Items]
Redemption of warrants per share	$ 10
Redeem outstanding warrants, description	● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Warrant Liability (Details) - S

Warrant Liability (Details) - Schedule of change in fair value of the warrant liabilities - Warrant [Member]	1 Months Ended
	Mar. 31, 2021USD ($)
Warrant Liability (Details) - Schedule of change in fair value of the warrant liabilities [Line Items]
Warrant liability at March 2, 2021, as adjusted for over-allotment (as restated)	$ 9,055,934
Change in fair value of warrant liabilities	(253,616)
Warrant liabilities at March 31, 2021	$ 8,802,318

Warrant Liability (Details) -_2

Warrant Liability (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	Mar. 02, 2021	Mar. 31, 2021
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 9.744	$ 9.601
Volatility	13.40%	13.40%
Expected life of the options to convert	6 years 76 days	6 years 47 days
Risk-free rate	0.96%	1.19%
Dividend yield
Likelihood of completing a business combination	85.00%	85.00%

Fair Value Measurements (Detai

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	Mar. 31, 2021USD ($)
Assets:
Securities held in Trust Account	$ 345,000,864
Total Assets	345,000,864
Liabilities:
Warrant liability - Public Warrants	8,573,600
Warrant liability – Private Warrants	228,718
Total Liabilities	8,802,318
Fair Value, Inputs, Level 1 [Member]
Assets:
Securities held in Trust Account	345,000,864
Total Assets	345,000,864
Liabilities:
Warrant liability - Public Warrants
Warrant liability – Private Warrants
Total Liabilities
Fair Value, Inputs, Level 2 [Member]
Assets:
Securities held in Trust Account
Total Assets
Liabilities:
Warrant liability - Public Warrants
Warrant liability – Private Warrants
Total Liabilities
Fair Value, Inputs, Level 3 [Member]
Assets:
Securities held in Trust Account
Total Assets
Liabilities:
Warrant liability - Public Warrants	8,573,600
Warrant liability – Private Warrants	228,718
Total Liabilities	$ 8,802,318

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 02, 2021	Mar. 10, 2021	Mar. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Option to purchase shares	4,500,000
Underwriting discount amount	$ 6,000,000
Underwriters agreement, description		the underwriters purchased an additional 4,500,000 units to exercise its over-allotment option in full. The Company paid an additional underwriting discount of $900,000 related to the over-allotment.
Initial business combination, description			The Company will pay Mizuho a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering.
Estimated fair value	$ 2,750,000
Class A Common stock [Member]
Commitments and Contingencies (Details) [Line Items]
Representative shares	275,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Mar. 08, 2021	Feb. 25, 2021	Jan. 26, 2021	Mar. 31, 2021	Dec. 31, 2020	Aug. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock subject to possible redemption				33,261,127	0
Common stock, other shares, outstanding					0
Class A Common stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				2,403,873	0
Common stock, shares outstanding				2,403,873	0
Common Class B [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				10,000,000	10,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				8,625,000	8,625,000	5,750,000
Common stock, shares outstanding				8,625,000	8,625,000
Initial stockholders (in Dollars)						$ 25,000
Initial stockholders per share (in Dollars per share)						$ 0.004
Dividends, Common Stock, Stock (in Dollars)			$ 0.25
Common stock exceeds per share (in Dollars per share)				$ 12
Converted basis percentage				20.00%
Common Class B [Member] | Founder [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding			7,187,500
Dividends, Common Stock, Stock (in Dollars)		$ 0.2
Aggregate share		8,625,000
Common Class B [Member] | Over-Allotment Option [Member] | Founder [Member]
Stockholders' Equity (Details) [Line Items]
Forfeiture shares	1,125,000			1,125,000