GreenLight Biosciences (GRNA) 10-Q/A 24 Nov 21 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 24, 2021
Document Information Line Items
Entity Registrant Name	Environmental Impact Acquisition Corp
Trading Symbol	ENVI
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	Environmental Impact Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”).
Entity Central Index Key	0001822691
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39894
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1914700
Entity Address, Address Line One	535 Madison Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	389-8109
Security Exchange Name	NASDAQ
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		20,700,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,175,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 158,337	$ 156,848
Prepaid expenses	698,309
Total Current Assets	856,646	156,848
Deferred offering costs		168,152
Investments held in Trust Account	207,008,746
TOTAL ASSETS	207,865,392	325,000
Current liabilities
Accounts payable and accrued expenses	3,017,789	2,528
Accrued offering costs	118,569
Promissory note – related party	500,000	300,000
Total Current Liabilities	3,636,358	302,528
Warrant liabilities	13,341,000
Deferred underwriting fee payable
Total Liabilities	16,977,358	302,528
Commitments and Contingencies
Class A common stock subject to possible redemption 20,700,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	207,000,000
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,175,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020	518	518
Additional paid-in capital		24,482
Accumulated deficit	(16,112,484)	(2,528)
Total Stockholders’ (Deficit) Equity	(16,111,966)	22,472
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$ 207,865,392	$ 325,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	20,700,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,175,000	5,175,000
Common stock, shares outstanding	5,175,000	5,175,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
General and administrative expenses	$ 2,556,742	$ 878	$ 4,084,445
Loss from operations	(2,556,742)	(878)	(4,084,445)
Other income (expense):
Interest earned on marketable securities held in Trust Account	3,180		8,746
Loss in initial issuance of Private Placement Warrants			(1,272,500)
Change in fair value of warrant liabilities	1,027,000		1,840,000
Other income, net	1,030,180		576,246
Net loss	$ (1,526,562)	$ (878)	$ (3,508,199)
Class A Common Stock
Other income (expense):
Weighted average shares outstanding, Class A common stock (restated) (in Shares)	20,700,000		19,335,165
Basic and diluted net loss per share, Class A common stock (restated) (in Shares)	(0.06)		(0.14)
Class B Common Stock
Other income (expense):
Weighted average shares outstanding, Class B common stock (restated) (in Shares)	5,175,000	4,500,000	5,130,495
Basic and diluted net loss per share, Class B common stock (restated) (in Dollars per share)	$ (0.06)	$ 0	$ (0.14)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)	Class BCommon Stock	Class ACommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jul. 01, 2020
Balance (in Shares) at Jul. 01, 2020
Issuance of Class B common stock to Sponsor	$ 518		24,482		25,000
Issuance of Class B common stock to Sponsor (in Shares)	5,175,000
Net income (loss)				(878)	(878)
Balance at Sep. 30, 2020	$ 518		24,482	(878)	24,122
Balance (in Shares) at Sep. 30, 2020	5,175,000
Balance at Dec. 31, 2020	$ 518		24,482	(2,528)	22,472
Balance (in Shares) at Dec. 31, 2020	5,175,000
Accretion of Class A common stock subject to possible redemption			(24,482)	(12,601,757)	(12,626,239)
Net income (loss)				1,042,799	1,042,799
Balance at Mar. 31, 2021				(11,561,486)	(11,560,968)
Balance (in Shares) at Mar. 31, 2021
Net income (loss)				(3,024,436)	(3,024,436)
Balance at Jun. 30, 2021	$ 518			(14,585,922)	(14,585,404)
Balance (in Shares) at Jun. 30, 2021	5,175,000
Net income (loss)				(1,526,562)	(1,526,562)
Balance at Sep. 30, 2021	$ 518			$ (16,112,484)	$ (16,111,966)
Balance (in Shares) at Sep. 30, 2021	5,175,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (878)	$ (3,508,199)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on issuance of Private Placement Warrants		1,272,500
Change in fair value of warrant liabilities		(1,840,000)
Transaction costs incurred in connection with warrants		50,179
Interest earned on marketable securities held in Trust Account		(8,746)
Changes in operating assets and liabilities:
Prepaid expenses		(698,309)
Accounts payable and accrued expenses	878	3,015,261
Net cash used in operating activities		(1,717,314)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(207,000,000)
Net cash used in investing activities		(207,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid		206,750,000
Proceeds from sale of Private Placement Warrants		2,000,000
Proceeds from sale of Unit Purchase Option		6,000
Proceeds from promissory note – related party	27,450	500,000
Repayment of promissory note - related party		(300,000)
Payment of offering costs	(27,450)	(237,197)
Net cash provided by financing activities	25,000	208,718,803
Net Change in Cash	25,000	1,489
Cash – Beginning		156,848
Cash – Ending	25,000	158,337
Non-cash investing and financing activities:
Offering costs included in accrued offering costs	38,243	118,569
Offering costs paid through promissory note	81,125
Initial classification of warrant liabilities		$ 15,181,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Environmental Impact Acquisition Corp. (the “Company”) was incorporated in Delaware on July 2, 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 (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, Honey Bee Merger Sub, Inc., which was incorporated in the State of Delaware on August 6, 2021 (“ENVI Merger Sub”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 2, 2020 (inception) through September 30, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of GreenLight Biosciences, Inc., a Delaware corporation (“GreenLight”) (see Note 7). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account. The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2021. On January 19, 2021 the Company consummated the Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Units, at $10.00 per Unit, generating gross proceeds of $207,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HB Strategies LLC (“HB Strategies”), the anchor investor and an affiliate of Hudson Bay Capital Management LP, generating gross proceeds of $2,000,000, which is described in Note 5. Transaction costs amounted to $773,917, consisting of $250,000 in cash underwriting fees, inclusive of $150,000 paid for underwriter’s concession fees (see Note 7), and $523,917 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2021, an amount of $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. In addition, HB Strategies has agreed to vote its Founder Shares in favor of approving a Business Combination. 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. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by July 19, 2022 (or by January 19, 2023 if the Company, by resolution of it board, extends the period of time by an additional six months) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. HB Strategies has agreed to the foregoing terms with respect to its Founder Shares but not with respect to any Public Shares it may acquire. The Company will have until July 19, 2022 (or until January 19, 2023 if the Company, by resolution of its board, extends the period of time by an additional six months) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below 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 public 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2021, the Company had approximately $158,000 in cash and a working capital deficit of approximately $2,780,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 6), and loan proceeds from the Sponsor of $300,000 and $500,000 under separate Promissory Notes (as defined in Note 6). The Company repaid the $300,000 Note in full on January 19, 2021. The $500,000 Note was initiated on August 9, 2021 and total borrowings as of September 30, 2021 were $500,000. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through July 19, 2022, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued (i) audited balance sheet as of January 19, 2021, included in exhibit 99.1 to the Company’s Form 8-K filed with the SEC on January 25, 2021 (the “Form 8-K”) and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (together with the Form 8-K, the “Affected Financial Statements”) and such Affected Financial Statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its Affected Financial Statements should be restated to report all Public Shares as temporary equity. As such the Company is reporting these restatements to the Affected Financial Statements in this Quarterly Report on Form 10-Q/A. There has been no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s previously issued financial statement is reflected in the following tables: As Previously Adjustment As Restated Balance Sheet as of January 19, 2021 (audited) Class A common stock subject to possible redemption $ 188,080,750 $ 18,919,250 $ 207,000,000 Class A common stock $ 189 $ (189 ) $ — Additional paid-in capital $ 6,323,303 $ (6,323,303 ) $ — Accumulated deficit $ (51,506 ) $ (12,595,758 ) $ (12,647,264 ) Total Stockholders’ Equity (Deficit) $ 6,272,504 $ (18,919,250 ) $ (12,646,746 ) Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Class A common stock $ 166 $ (166 ) $ — Additional paid-in capital $ 3,959,047 $ (3,959,047 ) $ — Accumulated deficit $ 1,040,271 $ (12,601,757 ) $ (11,561,486 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (16,560,970 ) $ (11,560,968 ) Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Class A common stock $ 196 $ (196 ) $ — Additional paid-in capital $ 6,983,457 $ (6,983,457 ) $ — Accumulated deficit $ (1,984,165 ) $ (12,601,757 ) $ (14,585,922 ) Total Stockholders’ Equity (Deficit) $ 5,000,006 $ (19,585,410 ) $ (14,585,404 ) As Previously Adjustment As Restated Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (12,816,720 ) 12,816,720 — Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (3,024,440 ) 3,204,440 — As Previously Adjustment As Restated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021 Sale of 20,700,000 Class A shares, net of underwriting discounts $ 194,373,761 $ (194,373,761 ) $ — Accretion for Class A common stock to redemption amount — (12,626,239 ) (12,626,239 ) Change in value of Class A common stock subject to redemption (190,439,030 ) 190,439,030 — Total stockholders’ equity (deficit) 5,000,002 (16,560,970 ) (11,560,968 ) Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021 Change in value of Class A common stock subject to redemption $ 3,024,440 $ (3,024,440 ) $ — Total stockholders’ equity (deficit) 5,000,006 (19,585,410 ) (14,585,404 ) In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The impact of this restatement on the Company’s financial statements is reflected in the following table: As Previously As Restated As Previously As Restated As Previously As Restated Basic and diluted weighted average shares outstanding, Class A common stock 20,700,000 16,560,000 20,700,000 20,700,000 20,700,000 18,641,436 Basic and diluted net loss per share, Class A common stock $ — $ 0.05 $ — $ (0.12 ) $ — $ (0.08 ) Basic and diluted weighted average shares outstanding, Class B common stock 5,032,500 5,040,000 5,175,000 5,175,000 5,107,873 5,107,873 Basic and diluted net loss per share, Class B common stock $ 0.21 $ 0.05 $ (0.58 ) $ (0.12 ) $ (0.39 ) $ (0.08 )

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 13, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 25, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 GAAP requires the Company’s 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, at September 30, 2021 and December 31, 2021, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants for periods where no observable traded price was available were valued using a Modified Black Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate mainly due to the change in the fair value of the warrant liabilities and the start-up costs (discussed above) which are not currently deductible. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period from July 2, Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,221,250 ) $ (305,312 ) $ (2,765,190 ) $ (743,009 ) $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 20,700,000 5,175,000 19,335,165 5,130,495 — 4,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.14 ) $ (0.14 ) $ — $ (0.00 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,700,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,700,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, HB Strategies and/or its affiliates purchased an aggregate of 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($2,000,000 in the aggregate) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August and September of 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor and HB Strategies (together, the “Initial Stockholders”) for an aggregate price of $25,000. In December 2020, the Sponsor and HB Strategies returned to the Company, at no cost, 862,500 and 2,443,750 Founder Shares, respectively, and the Company issued an aggregate of 431,250 Founder Shares to its independent director nominees, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares. All share and per share amounts have been retroactively restated. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after a 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 the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On September 4, 2020, HB Strategies issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2020, there was $300,000 in borrowings outstanding under the Promissory Note, which was repaid at the closing of the Initial Public Offering on January 19, 2021. Borrowings under the Promissory Note are no longer available. On August 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $500,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. At September 30, 2021, there was $500,000 of borrowings outstanding under the Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any of their respective affiliates or other third parties may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”), which will be repaid only upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. Up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant at the option of the holder. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. Sponsor and Director Insider Warrants At the closing of the Initial Public Offering, the Company issued 600,000 private placement-equivalent warrants to the Sponsor and 50,000 private placement-equivalent warrants to each of Gov. Patrick, Messrs. Brewster and Seavers, the Company’s independent director. Such warrants were issued for nominal amount and are identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The Company recorded the fair value of these warrants of approximately $0.9 million on the date of issuance which is included in loss on initial issuance of Private Placement Warrants in the statements of operations for the three and nine months ended September 30, 2021. Underwriter The underwriter is an affiliate of the Sponsor (see Note 7).

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the Initial Stockholders may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. In addition, pursuant to a registration agreement with Hudson Bay Capital Management LP (“Hudson Bay”) and its permitted transferees, the Company is required to register (i) resale of any securities purchased in the Initial Public Offering by filing a registration statement within 30 days after the closing of the Initial Public Offering and use its best effort to have such registration statement declared effective within 90 days after the closing of the Initial Public Offering; and (ii) resale of any Private Placement Warrants and shares of Class A common stock underlying the Private Placement Warrants by filing a registration statement within 30 days after the completion of a Business Combination and use its best effort to have such registration statement declared effective within 90 days after the completion of a Business Combination. In the event of any delay in filing and/or effectiveness of any aforesaid registration statement under the registration agreement with Hudson Bay and its permitted transferees, the unavailability of such restatement after effectiveness or a public information failure (each, a “Registration Default”), Hudson Bay and its permitted transferees are entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each Registration Default and 2% per month (or a portion thereof pro rata) that such Registration Default continues to exist. Underwriting Agreement The Company engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. Additionally, the Company agreed to pay the underwriter $150,000 in expenses to cover seller’s concessions to selling group member in connection with the Initial Public Offering. The independent underwriter will receive no other compensation. Business Combination Marketing Agreement The Company engaged Canaccord Genuity LLC (“Canaccord”) as advisors in connection with its Business Combination to assist the Company in arranging meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that may be interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with the preparation of its press releases and public filings in connection with the Business Combination. The Company will pay Canaccord for such services upon the consummation of a Business Combination a cash fee in an amount equal to 3.76% of the gross proceeds of the Initial Public Offering. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. Proposed Business Combination and Related Agreements On August 9, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with ENVI Merger Sub and GreenLight. The Business Combination Agreement provides for, among other things, the following transactions on the closing date (collectively, the “ Business Combination ● The stockholders of GreenLight that have agreed to participate in the transaction will exchange (the “ Exchange ENVI Class A Common Stock ● ENVI Merger Sub will merge with and into GreenLight (the “ Merger Surviving Company ● In connection with the Merger, each issued and outstanding share of capital stock of GreenLight (other than treasury stock and any dissenting shares) (a “ Greenlight Share Exchange Ratio ● Each option to purchase shares of capital stock of GreenLight (“ GreenLight Option Rollover Option ● Shares of ENVI Class A Common Stock issued in respect of shares of Greenlight common stock that are subject to vesting or forfeiture (“ Greenlight Restricted Shares ● Each warrant of GreenLight (“ GreenLight Warrant Private Placement Concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (collectively, the “ Private Placement Investors Private Placement Shares Private Placement Registration Rights and Transfer Restrictions Concurrently with the execution of the Business Combination Agreement, the Company entered into an Investor Rights Agreement (the “ Investor Rights Agreement Additionally, the Investor Rights Agreements and the Bylaws that will be effective following the consummation of the Business Combination, contain certain restrictions on transfer with respect to the ENVI Class A Common Stock received as consideration for the Merger. Such restrictions begin at the consummation of the Business Combination and end at the date that is 180 days after the consummation of the Business Combination (the “ Lock-Up Period Transaction Support Agreement Concurrently with the execution of the Business Combination Agreement, the Company entered into a Transaction Support Agreement (the “ Transaction Support Agreement Supporting Stockholders

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding (i) any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination, (ii) any securities issued to the initial stockholders of the Company upon conversion of Working Capital Loans and (iii) any public shares redeemed by public stockholders in connection with a Business Combination, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 9. WARRANTS As of September 30, 2021, there were 10,350,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. 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 with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last 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 three business trading days before sending the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (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 of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of September 30, 2021, there were 2,000,000 Private Placement Warrants outstanding and 750,000 Insider Warrants outstanding which are identical to the Private Placement Warrants. As of December 31, 2020 there were no Private Placement Warrants or Insider Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021, assets held in the Trust Account were comprised of $1,002 in cash $207,007,744 in money market funds, which primarily invest in U.S. Treasury securities. During the nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: Investments held in Trust Account – Money market funds 1 $ 207,007,744 Liabilities: Warrant Liability – Public Warrants 1 10,453,500 Warrant Liability – Private Placement Warrants 3 2,100,000 Warrant Liability - Sponsor and Directors 3 787,500 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and presented within warrant liabilities in the accompanying condensed consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Black-Scholes-Merton model for the warrants were as follows: Input January 13, September 30, Risk-free interest rate 0.74 % 1.07 % Expected term (years) 5.00 5.00 Expected volatility 21 % 16.3 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.43 $ 9.89 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 19, 2021 3,272,500 11,902,500 15,175,000 Change in valuation inputs or other assumptions (385,000 ) (2,898,000 ) (3,283,000 ) Transfers to Level 1 — (9,004,500 ) (9,004,500 ) Fair value as of September 30, 2021 $ 2,887,500 $ — $ 2,887,500 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was approximately $9.0 million, when the Public Warrants were separately listed and traded.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated 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)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 13, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 25, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 GAAP requires the Company’s 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, at September 30, 2021 and December 31, 2021, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed consolidated balance sheet are reconciled in the following table: Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants for periods where no observable traded price was available were valued using a Modified Black Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate mainly due to the change in the fair value of the warrant liabilities and the start-up costs (discussed above) which are not currently deductible.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period from July 2, Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,221,250 ) $ (305,312 ) $ (2,765,190 ) $ (743,009 ) $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 20,700,000 5,175,000 19,335,165 5,130,495 — 4,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.14 ) $ (0.14 ) $ — $ (0.00 )
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 — “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)”, to simplify accounting for certain financial instruments ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of revision on the company’s financial statement	As Previously Adjustment As Restated Balance Sheet as of January 19, 2021 (audited) Class A common stock subject to possible redemption $ 188,080,750 $ 18,919,250 $ 207,000,000 Class A common stock $ 189 $ (189 ) $ — Additional paid-in capital $ 6,323,303 $ (6,323,303 ) $ — Accumulated deficit $ (51,506 ) $ (12,595,758 ) $ (12,647,264 ) Total Stockholders’ Equity (Deficit) $ 6,272,504 $ (18,919,250 ) $ (12,646,746 ) Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Class A common stock $ 166 $ (166 ) $ — Additional paid-in capital $ 3,959,047 $ (3,959,047 ) $ — Accumulated deficit $ 1,040,271 $ (12,601,757 ) $ (11,561,486 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (16,560,970 ) $ (11,560,968 ) Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Class A common stock $ 196 $ (196 ) $ — Additional paid-in capital $ 6,983,457 $ (6,983,457 ) $ — Accumulated deficit $ (1,984,165 ) $ (12,601,757 ) $ (14,585,922 ) Total Stockholders’ Equity (Deficit) $ 5,000,006 $ (19,585,410 ) $ (14,585,404 )
Schedule of statement of cash flows	As Previously Adjustment As Restated Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 190,439,030 $ 16,560,970 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (12,816,720 ) 12,816,720 — Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 187,414,590 $ 19,585,410 $ 207,000,000 Change in value of Class A ordinary shares subject to possible redemption (3,024,440 ) 3,204,440 —
Schedule of statement of changes in stockholders’ equity	As Previously Adjustment As Restated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021 Sale of 20,700,000 Class A shares, net of underwriting discounts $ 194,373,761 $ (194,373,761 ) $ — Accretion for Class A common stock to redemption amount — (12,626,239 ) (12,626,239 ) Change in value of Class A common stock subject to redemption (190,439,030 ) 190,439,030 — Total stockholders’ equity (deficit) 5,000,002 (16,560,970 ) (11,560,968 ) Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021 Change in value of Class A common stock subject to redemption $ 3,024,440 $ (3,024,440 ) $ — Total stockholders’ equity (deficit) 5,000,006 (19,585,410 ) (14,585,404 )
Schedule of weighted average shares outstanding basic and diluted	As Previously As Restated As Previously As Restated As Previously As Restated Basic and diluted weighted average shares outstanding, Class A common stock 20,700,000 16,560,000 20,700,000 20,700,000 20,700,000 18,641,436 Basic and diluted net loss per share, Class A common stock $ — $ 0.05 $ — $ (0.12 ) $ — $ (0.08 ) Basic and diluted weighted average shares outstanding, Class B common stock 5,032,500 5,040,000 5,175,000 5,175,000 5,107,873 5,107,873 Basic and diluted net loss per share, Class B common stock $ 0.21 $ 0.05 $ (0.58 ) $ (0.12 ) $ (0.39 ) $ (0.08 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of class A common stock subject to possible redemption reflected in condensed consolidated balance sheet	Gross proceeds $ 207,000,000 Less: Proceeds allocated to Public Warrants (11,902,500 ) Class A common stock issuance costs (723,739 ) Plus: Accretion of carrying value to redemption value 12,626,239 Class A common stock subject to possible redemption $ 207,000,000
Schedule of basic and diluted net income (loss) per common share	Three Months Ended Nine Months Ended For the Period from July 2, Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,221,250 ) $ (305,312 ) $ (2,765,190 ) $ (743,009 ) $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 20,700,000 5,175,000 19,335,165 5,130,495 — 4,500,000 Basic and diluted net loss per common share $ (0.06 ) $ (0.06 ) $ (0.14 ) $ (0.14 ) $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities at fair value on a recurring basis	Level Fair Value Assets: Investments held in Trust Account – Money market funds 1 $ 207,007,744 Liabilities: Warrant Liability – Public Warrants 1 10,453,500 Warrant Liability – Private Placement Warrants 3 2,100,000 Warrant Liability - Sponsor and Directors 3 787,500
Schedule of Black-Scholes-Merton model for the warrants	Input January 13, September 30, Risk-free interest rate 0.74 % 1.07 % Expected term (years) 5.00 5.00 Expected volatility 21 % 16.3 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.43 $ 9.89
Schedule of changes in the fair value of Level 3 warrant liabilities	Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 19, 2021 3,272,500 11,902,500 15,175,000 Change in valuation inputs or other assumptions (385,000 ) (2,898,000 ) (3,283,000 ) Transfers to Level 1 — (9,004,500 ) (9,004,500 ) Fair value as of September 30, 2021 $ 2,887,500 $ — $ 2,887,500

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	Jan. 19, 2021	Jan. 19, 2021	Sep. 30, 2021	Aug. 09, 2021
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 773,917
Payment of underwriting fees by cash			250,000
Payment of underwriting concession fees			150,000
Payment of other offering costs			$ 523,917
Percentage of net assets held in trust account			80.00%
Business combination net tangible assets			$ 5,000,001
Public shares, percentage			20.00%
Redemption, percentage			100.00%
Price per public share (in Dollars per share)			$ 10
Cash			$ 158,000
Working capital deficit			2,780,000
Payment of sponsor			25,000
Loan proceeds			300,000
Sponsor to purchase the founder shares amount			$ 500,000
Promissory notes repaid amount	$ 300,000
Liquidity and going concern				$ 500,000
Borrowings amount				$ 500,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquires, percentage			50.00%
Business combination, description			(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	20,700,000	20,700,000
Gross proceeds	$ 207,000,000
Net proceeds of the sale of the Units	$ 207,000,000
Net proceeds per unit (in Dollars per share)	$ 10
Initial Public Offering [Member] | Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description			If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Over-Allotment Option [Member] | Underwriter [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	2,700,000	2,700,000
Price per unit (in Dollars per share)	$ 10	$ 10
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)			2,000,000
Price per unit (in Dollars per share)			$ 1
Gross proceeds			$ 2,000,000
Price per public share (in Dollars per share)			$ 10

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Condensed Financial Information Disclosure [Abstract]
Redemption value per share | $ / shares	$ 10
Net tangible assets | $	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of revision on the company’s financial statement - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jan. 19, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 187,414,590	$ 190,439,030	$ 188,080,750
Class A common stock	196	166	189
Additional paid-in capital	6,983,457	3,959,047	6,323,303
Accumulated deficit	(1,984,165)	1,040,271	(51,506)
Total Stockholders’ Equity (Deficit)	5,000,006	5,000,002	6,272,504
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	19,585,410	16,560,970	18,919,250
Class A common stock	(196)	(166)	(189)
Additional paid-in capital	(6,983,457)	(3,959,047)	(6,323,303)
Accumulated deficit	(12,601,757)	(12,601,757)	(12,595,758)
Total Stockholders’ Equity (Deficit)	(19,585,410)	(16,560,970)	(18,919,250)
As Revised [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	207,000,000	207,000,000	207,000,000
Class A common stock
Additional paid-in capital
Accumulated deficit	(14,585,922)	(11,561,486)	(12,647,264)
Total Stockholders’ Equity (Deficit)	$ (14,585,404)	$ (11,560,968)	$ (12,646,746)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flows - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption	$ 190,439,030	$ 187,414,590
Change in value of Class A ordinary shares subject to possible redemption	(12,816,720)	(3,024,440)
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption	16,560,970	19,585,410
Change in value of Class A ordinary shares subject to possible redemption	12,816,720	3,204,440
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption	207,000,000	207,000,000
Change in value of Class A ordinary shares subject to possible redemption

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jan. 19, 2021
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 20,700,000 Class A shares, net of underwriting discounts		$ 194,373,761
Accretion for Class A common stock to redemption amount
Change in value of Class A common stock subject to redemption	$ 3,024,440	(190,439,030)
Total stockholders’ equity (deficit)	5,000,006	5,000,002	$ 6,272,504
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 20,700,000 Class A shares, net of underwriting discounts		(194,373,761)
Accretion for Class A common stock to redemption amount		(12,626,239)
Change in value of Class A common stock subject to redemption	(3,024,440)	190,439,030
Total stockholders’ equity (deficit)	(19,585,410)	(16,560,970)	(18,919,250)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 20,700,000 Class A shares, net of underwriting discounts
Accretion for Class A common stock to redemption amount		(12,626,239)
Change in value of Class A common stock subject to redemption
Total stockholders’ equity (deficit)	$ (14,585,404)	$ (11,560,968)	$ (12,646,746)

Restatement of Previously Iss_7

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of shares	20,700,000

Restatement of Previously Iss_8

Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding basic and diluted - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member] | Class A Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding basic and diluted [Line Items]
Basic and diluted weighted average shares outstanding	20,700,000	20,700,000	20,700,000
Basic and diluted net loss per share
As Previously Reported [Member] | Class B Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding basic and diluted [Line Items]
Basic and diluted weighted average shares outstanding	5,175,000	5,032,500	5,107,873
Basic and diluted net loss per share	$ (0.58)	$ 0.21	$ (0.39)
As Restated [Member] | Class A Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding basic and diluted [Line Items]
Basic and diluted weighted average shares outstanding	20,700,000	16,560,000	18,641,436
Basic and diluted net loss per share	$ (0.12)	$ 0.05	$ (0.08)
As Restated [Member] | Class B Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding basic and diluted [Line Items]
Basic and diluted weighted average shares outstanding	5,175,000	5,040,000	5,107,873
Basic and diluted net loss per share	$ (0.12)	$ 0.05	$ (0.08)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Income tax rate	0.00%	0.00%
Class of warrants are exercisable to purchase (in Shares)		13,100,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to possible redemption reflected in condensed consolidated balance sheet	9 Months Ended
	Sep. 30, 2021USD ($)
Condensed Balance Sheet Statements, Captions [Line Items]
Gross proceeds	$ 207,000,000
Less:
Proceeds allocated to Public Warrants	(11,902,500)
Plus:
Accretion of carrying value to redemption value	12,626,239
Class A common stock subject to possible redemption	207,000,000
Class A Common Stock [Member]
Less:
Class A common stock issuance costs	(723,739)
Plus:
Class A common stock subject to possible redemption	$ 207,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted	$ (1,221,250)		$ (2,765,190)
Denominator:
Basic and diluted weighted average shares outstanding	20,700,000		19,335,165
Basic and diluted net loss per common share	$ (0.06)		$ (0.14)
Class B Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted	$ (305,312)	$ (878)	$ (743,009)
Denominator:
Basic and diluted weighted average shares outstanding	5,175,000	4,500,000	5,130,495
Basic and diluted net loss per common share	$ (0.06)	$ 0	$ (0.14)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended		9 Months Ended
	Jan. 19, 2021	Jan. 19, 2021	Sep. 30, 2021
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of unit sold	20,700,000	20,700,000
Initial public offering units, description			Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9).
Over-Allotment Option [Member] | Underwriter [Member]
Initial Public Offering (Details) [Line Items]
Number of unit sold	2,700,000	2,700,000
Stock price	$ 10	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Stock price			$ 11.5

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member]	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Private Placement (Details) [Line Items]
Number of units issued	2,000,000
Warrants price per share (in Dollars per share) | $ / shares	$ 1
Aggregate of warrant shares	2,000,000
Private placement description	Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 09, 2021	Jan. 13, 2021	Dec. 31, 2020	Sep. 30, 2020	Aug. 31, 2020	Sep. 30, 2021	Sep. 04, 2020
Related Party Transactions (Details) [Line Items]
Number of founder shares issued and outstanding			4,312,500
Percentage of common shares issued and outstanding after initial public offering						20.00%
Sponsor agreed to loan (in Dollars)	$ 500,000
Borrowings (in Dollars)	$ 500,000
Fair value of warrants (in Dollars)						$ 900,000
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars)							$ 300,000
Borrowings outstanding (in Dollars)			$ 300,000
Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars)						$ 1,500,000
Conversion price per unit (in Dollars per share)						$ 1
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Stock dividend, description		On January 13, 2021, the Company effected a stock dividend of 1.2 shares for each share of common stock outstanding, resulting in the Initial Stockholders holding an aggregate of 5,175,000 Founder Shares.
Shares subject to forfeiture						675,000
Founder Shares [Member] | Sponsor and HB Strategies [Member]
Related Party Transactions (Details) [Line Items]
Number of class B common stock issued				7,187,500	7,187,500
Value of class B common stock issued (in Dollars)					$ 25,000
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares return to the company			862,500
Founder Shares [Member] | HB Strategies [Member]
Related Party Transactions (Details) [Line Items]
Number of shares return to the company			2,443,750
Founder Shares [Member] | Independent Director Nominees [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued			431,250
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued						10,525,000
Private Placement [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued						600,000
Private Placement [Member] | Gov. Patrick, Messrs. Brewster and Seavers [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued						50,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Last sale price of common stock (in Dollars per share)						$ 12

Commitments (Details)

Commitments (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Commitments (Details) [Line Items]
Purchase price percentage	2.00%
Registration default per month percentage	2.00%
Purchase price	$ 10
Exceeds per share	$ 15
IPO [Member]
Commitments (Details) [Line Items]
Underwriting fee | $	$ 100,000
Payments to underwriter expenses to cover seller’s concessions | $	$ 150,000
Private Placement [Member]
Commitments (Details) [Line Items]
Aggregate of ENVI | shares	10,525,000
Purchase price	$ 10
Business Combination [Member]
Commitments (Details) [Line Items]
Business combination, description	The Company will pay Canaccord for such services upon the consummation of a Business Combination a cash fee in an amount equal to 3.76% of the gross proceeds of the Initial Public Offering. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination.
Business combination agreement, description	The Business Combination Agreement provides for, among other things, the following transactions on the closing date (collectively, the “Business Combination”):  ●The stockholders of GreenLight that have agreed to participate in the transaction will exchange (the “Exchange”) their interests in GreenLight for shares of common stock, par value $0.0001 per share, of the Company (the “ENVI Class A Common Stock”);   ●ENVI Merger Sub will merge with and into GreenLight (the “Merger”), with GreenLight as the surviving company (the “Surviving Company”) in the merger and, after giving effect to such merger, becoming a wholly owned subsidiary of the Company;   ●In connection with the Merger, each issued and outstanding share of capital stock of GreenLight (other than treasury stock and any dissenting shares) (a “Greenlight Share”) will be converted into a number of shares of ENVI Class A Common Stock equal to the product of (x) the conversion ratio applicable to such Greenlight Share multiplied by (y) the quotient obtained by dividing (a) 120,000,000, by (b) the number of Fully-Diluted Shares (as defined in the Business Combination Agreement) (such ratio, the “Exchange Ratio”);   ●Each option to purchase shares of capital stock of GreenLight (“GreenLight Option”) that is outstanding and unexercised immediately prior to the effective time of the Merger shall be converted into an option issued under the Company’s incentive equity plan to purchase a number of common shares of the Company (each, a “Rollover Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of Greenlight Shares subject to such GreenLight Option immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Option immediately prior to the effective time of the Merger divided by (ii) the Exchange Ratio. Each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding GreenLight Option immediately prior to the effective time of the Merger, except (I) as specifically provided above, or (II) as to (1) terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement (including any anti-dilution or other similar provisions that may have adjusted or may adjust the number of underlying shares that are subject to any such option until the effective time of the Merger), or (2) such other immaterial administrative or ministerial changes as the Company board of directors (or the compensation committee of the Company board of directors) may determine in good faith are appropriate to effectuate the administration of the Rollover Options;   ●Shares of ENVI Class A Common Stock issued in respect of shares of Greenlight common stock that are subject to vesting or forfeiture (“Greenlight Restricted Shares”), shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Greenlight Restricted Share immediately prior to the effective time of the Merger; and  ●Each warrant of GreenLight (“GreenLight Warrant”), to the extent outstanding and unexercised, shall automatically, without any action of any party or any other person (including the holder thereof), be assumed by GreenLight and converted into a warrant to acquire shares of ENVI Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of common shares of GreenLight (on an as converted basis) subject to such GreenLight Warrant immediately prior to the effective time of the Merger, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such GreenLight Warrant immediately prior to the effective time of the Merger, divided by (ii) the Exchange Ratio.

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 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
Converted basis, percentage	20.00%
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	20,700,000
Common stock, shares outstanding	20,700,000
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,175,000	5,175,000
Common stock, shares outstanding	5,175,000	5,175,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021shares
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	10,350,000
Description of redemption of public warrants	Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:  ●in whole and not in part;    ●at a price of $0.01 per Public Warrant;    ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and    ●if, and only if, the reported last 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 three business trading days before sending the notice of redemption to warrant holders.
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	2,000,000
Insider Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	750,000
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Business combination, description	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 of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Assets held in trust account	$ 1,002
Money market funds	207,007,744
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants listed and traded amount	$ 9,000,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities at fair value on a recurring basis	Sep. 30, 2021USD ($)
Level 1 [Member]
Assets:
Investments held in Trust Account – Money market funds	$ 207,007,744
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	10,453,500
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	2,100,000
Level 3 [Member] | Sponsor and Directors [Member]
Liabilities:
Warrant Liability	$ 787,500

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Black-Scholes-Merton model for the warrants - $ / shares	Jan. 13, 2021	Sep. 30, 2021
Schedule of Black-Scholes-Merton model for the warrants [Abstract]
Risk-free interest rate	0.74%	1.07%
Expected term (years)	5 years	5 years
Expected volatility	21.00%	16.30%
Exercise price	$ 11.5	$ 11.5
Fair value of Units	$ 9.43	$ 9.89

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities	9 Months Ended
	Sep. 30, 2021USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value beginning
Initial measurement on January 19, 2021	3,272,500
Change in valuation inputs or other assumptions	(385,000)
Transfers to Level 1
Fair value ending	2,887,500
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value beginning
Initial measurement on January 19, 2021	11,902,500
Change in valuation inputs or other assumptions	(2,898,000)
Transfers to Level 1	(9,004,500)
Fair value ending
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value beginning
Initial measurement on January 19, 2021	15,175,000
Change in valuation inputs or other assumptions	(3,283,000)
Transfers to Level 1	(9,004,500)
Fair value ending	$ 2,887,500