Lux Health Tech Acquisition (LUXA) 10-Q 16 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	LUX HEALTH TECH ACQUISITION CORP.
Entity Central Index Key	0001823767
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Interactive Data Current	Yes
Entity File Number	001-39657
Entity Tax Identification Number	85-2825321
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	920 Broadway, 11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	646
Local Phone Number	475-4385
Document Quarterly Report	true
Document Transition Report	false
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
Trading Symbol	LUXAU
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	LUXAW
Security Exchange Name	NASDAQ
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LUXA
Security Exchange Name	NASDAQ
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 128,051	$ 637,825
Prepaid expenses	64,613	448,780
Total current assets	192,664	1,086,605
Investments held in Trust Account	345,019,303	345,003,572
Total Assets	345,211,967	346,090,177
Current liabilities:
Accounts payable	198,978	15,450
Accrued expenses	86,192	109,432
Franchise tax payable	149,589	65,255
Total current liabilities	434,759	190,137
Deferred underwriting commissions	12,075,000	12,075,000
Derivative warrant liabilities	20,048,330	43,409,000
Total Liabilities	32,558,089	55,674,137
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020	345,000,000	345,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020
Accumulated deficit	(32,346,985)	(54,584,823)
Total Stockholders' Deficit	(32,346,122)	(54,583,960)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	345,211,967	346,090,177
Class A
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020	345,000,000	345,000,000
Class B
Stockholders' Deficit:
Common stock, value	863	863
Total Stockholders' Deficit	$ 863	$ 863

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0
Class A
Common stock, par value, shares subject to possible redemption	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption	34,500,000	34,500,000
Common stock, per share, shares subject to possible redemption	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class B
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 6,910	$ 202,253	$ 823,978
General and administrative expenses - related party		73,902	163,573
Franchise tax expenses	15,940	50,411	151,012
Loss from operations	(22,850)	(326,566)	(1,138,563)
Other income
Income from investments held in Trust Account		5,301	15,731
Change in fair value of derivative warrant liabilities		2,963,670	23,360,670
Other income		2,968,971	23,376,401
Net income (loss)	$ (22,850)	2,642,405	22,237,838
Class A
Other income
Net income (loss)		$ 2,113,924	$ 17,790,270
Weighted average number of common stock		34,500,000	34,500,000
Basic and diluted net income (loss) per share		$ 0.06	$ 0.52
Class B
Other income
Net income (loss)		$ 528,481	$ 4,447,568
Weighted average number of common stock	7,500,000	8,625,000	8,625,000
Basic and diluted net income (loss) per share	$ 0	$ 0.06	$ 0.52

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Class A	Class B	Additional Paid-In Capital	Accumulated Deficit
Balance at Aug. 31, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance, shares at Aug. 31, 2020		0	0
Issuance of Class B common stock to Sponsor	25,000		$ 863	24,137
Issuance of Class B common stock to Sponsor, shares			8,625,000
Net income (loss)	(22,850)				(22,850)
Balance at Sep. 30, 2020	2,150		$ 863	24,137	(22,850)
Balance, shares at Sep. 30, 2020			8,625,000
Balance at Aug. 31, 2020	0	$ 0	$ 0	$ 0	0
Balance, shares at Aug. 31, 2020		0	0
Net income (loss)	(17,427,663)
Balance at Dec. 31, 2020	(54,583,960)		$ 863		(54,584,823)
Balance, shares at Dec. 31, 2020			8,625,000
Net income (loss)	17,584,300				17,584,300
Balance at Mar. 31, 2021	(36,999,660)		$ 863		(37,000,523)
Balance, shares at Mar. 31, 2021			8,625,000
Balance at Dec. 31, 2020	(54,583,960)		$ 863		(54,584,823)
Balance, shares at Dec. 31, 2020			8,625,000
Net income (loss)	19,595,433
Balance at Jun. 30, 2021	(34,988,527)		$ 863		(34,989,390)
Balance, shares at Jun. 30, 2021			8,625,000
Balance at Dec. 31, 2020	(54,583,960)		$ 863		(54,584,823)
Balance, shares at Dec. 31, 2020			8,625,000
Net income (loss)	22,237,838	$ 17,790,270	$ 4,447,568
Balance at Sep. 30, 2021	(32,346,122)		$ 863		(32,346,985)
Balance, shares at Sep. 30, 2021			8,625,000
Balance at Mar. 31, 2021	(36,999,660)		$ 863		(37,000,523)
Balance, shares at Mar. 31, 2021			8,625,000
Net income (loss)	2,011,133				2,011,133
Balance at Jun. 30, 2021	(34,988,527)		$ 863		(34,989,390)
Balance, shares at Jun. 30, 2021			8,625,000
Net income (loss)	2,642,405	$ 2,113,924	$ 528,481		2,642,405
Balance at Sep. 30, 2021	$ (32,346,122)		$ 863		$ (32,346,985)
Balance, shares at Sep. 30, 2021			8,625,000

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (22,850)	$ 2,642,405	$ 22,237,838
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(2,963,670)	(23,360,670)
Income from investments held in Trust Account			(15,731)
Changes in operating assets and liabilities:
Prepaid expenses			384,167
Accounts payable	156		198,978
Accrued expenses	6,754		(23,240)
Franchise tax payable	15,940		84,334
Net cash used in operating activities			(494,324)
Cash Flows from Financing Activities:
Offering costs paid			(15,450)
Net cash (used in) provided by financing activities	25,000		(15,450)
Net (decrease) increase in cash	25,000		(509,774)
Cash - beginning of the period			637,825
Cash - end of the period	25,000	128,051	128,051
Supplemental disclosure of noncash financing activities:
Deferred offering costs included in accounts payable	15,450
Deferred offering costs included in accrued expenses	275,718
Note Payable - Related Party
Supplemental disclosure of noncash financing activities:
Deferred offering costs included in note payable - related party	65,250
Class B
Cash Flows from Operating Activities:
Net income (loss)		$ 528,481	$ 4,447,568
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	$ 25,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	1 . Description of Organization, Business Operations and Basis of Presentation. Lux Health Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 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 an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30 , 2021 , 2021 , and the search for a target for its initial Business Combination The Company non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below). The Company’s sponsor is Lux Encore Sponsor, LP, a Delaware limited liability company and an affiliate of certain of the Company’s officers and directors The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2020. On , 2020, the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), which included Units issued pursuant to the full exercise by the underwriters of their over- allotment option , at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions (Note 4 and 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds from the sale of Private Placement Warrants in the Private Placement were placed United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations 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 having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity ” (“ASC 480 ”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $ 5,000,001 . If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal 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 law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) 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. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 29, 2022 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 the Company to pay its taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 . 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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below ( i ) $ 10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to 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”). 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the period ending The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on June 8, 2021. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously reported financial statements to classify all Class A common stock subject to possible redemption in temporary equity. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K filed with the SEC on November 4, 2020 (the “Post-IPO Balance Sheet”) and the Form 10-K/A that included the Company’s audited financial statements for the period ended December 31, 2020 and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “affected periods”). In accordance with the SEC’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares of Class A common stock 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 shares of Class A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The impact of the revision to the Post-IPO Balance Sheet is an increase in the carrying value of redeemable Class A common stock of 43.8 million at the Initial Public Offering date resulted in a decrease of approximately $6.7 million in additional paid-in capital and a charge of approximately $37.1 million to accumulated deficit, as well as a reclassification of 4,378,381 shares of Class A common stock from permanent equity to temporary equity, as presented below: As of October 29, 2020 As Previously Reported Adjustment As Restated Balance Sheet Total Assets $ 347,541,800 - $ 347,541,800 Total Liabilities $ 41,325,609 - $ 41,325,609 Class A common stock, $0.0001 par value; shares subject to possible redemption 301,216,190 43,783,810 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 438 (438 ) - Class B common stock - $0.0001 par value 863 - 863 Additional paid-in-capital 6,712,329 (6,712,329 ) - Accumulated deficit (1,713,629 ) (37,071,043 ) (38,784,672 ) Total stockholders’ equity (deficit) 5,000,001 (43,783,810 ) (38,783,809 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 347,541,800 $ - $ 347,541,800 The impact of the restatement on the audited balance sheet as of December 31, 2020, is presented below: As of December 31, 2020 As Previously Reported Adjustment As Restated Balance Sheet Total Assets $ 346,090,177 - $ 346,090,177 Total Liabilities $ 55,674,137 - $ 55,674,137 Class A common stock subject to possible redemption Class A common stock 285,416,030 59,583,970 345,000,000 Stockholders’ equity (deficit) Class A common stock 596 (596 ) - Class B common stock 863 - 863 Additional paid-in-capital 22,426,214 (22,426,214 ) - Accumulated deficit (17,427,663 ) (37,157,160 ) (54,584,823 ) Total stockholders’ equity (deficit) 5,000,010 (59,583,970 ) (54,583,960 ) Total Liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 346,090,177 $ - $ 346,090,177 The impact of the restatement on the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is presented below. As of March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total Assets $ 345,796,190 - $ 345,796,190 Total Liabilities 37,795,850 - 37,795,850 Class A common stock subject to possible redemption Class A common stock subject to possible redemption 303,000,330 41,999,670 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 420 (420 ) - Class B common stock - $0.0001 par value 863 - 863 Additional paid-in-capital 4,842,090 (4,842,090 ) - Accumulated deficit (156,637 ) (37,157,160 ) (37,000,523 ) Total stockholders’ equity (deficit) 5,000,010 (41,999,670 ) (36,999,660 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 345,796,190 $ - $ 345,796,190 As of June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total Assets $ 345,506,928 - $ 345,506,928 Total Liabilities 35,495,455 - 35,495,455 Class A common stock subject to possible redemption Class A common stock subject to possible redemption 305,011,470 39,988,530 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 400 (400 ) - Class B common stock - $0.0001 par value 863 - 863 Additional paid-in-capital 2,830,970 (2,830,970 ) - Accumulated deficit (2,167,770 ) (37,157,160 ) (34,989,390 ) Total stockholders’ equity (deficit) 5,000,003 (39,988,530 ) (34,988,527 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 345,506,928 $ - $ 345,506,928 There was no impact to the reported amounts for total assets, total liabilities, cash flows from operating, investing or financing activities, or net income (loss). The impact of the restatement on the supplemental disclosures of noncash activities in the previously reported statements of cash flow is presented below. For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities Change in fair value of Class A common stock subject to possible redemption $ 17,584,300 $ (17,584,300 ) $ - For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities Change in fair value of Class A common stock subject to possible redemption $ 19,595,440 $ (19,595,440 ) $ - For the Period from September 1, 2020 (Inception) through December 31, 2020 As Previously Reported Adjustment As Restated Statement of Cash Flows – Supplemental disclosure of noncash activities Initial value of common stock subject to possible redemption $ 301,216,190 $ (301,216,190 ) $ - Change in fair value of Class A common stock subject to possible redemption $ (15,800,160 ) $ 15,800,160 $ - Accretion of Class A common stock to redemption amount $ - $ 37,181,298 $ 37,181,298 In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the affected periods: For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 17,584,300 - $ 17,584,300 Weighted average number of Class A common stock 28,561,141 5,938,859 34,500,000 Basic and diluted net income per share, Class A $ - $ 0.41 $ 0.41 Weighted average number of Class B common stock 14,563,859 (5,938,859 ) 8,625,000 Basic and diluted net income per share, Class B $ 1.21 $ (0.80 ) $ 0.41 For the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 2,011,133 - $ 2,011,133 Weighted average number of Class A common stock 30,302,243 4,197,757 34,500,000 Basic and diluted net income per share, Class A $ - $ 0.05 $ 0.05 Weighted average number of Class B common stock 12,822,757 (4,717,715 ) 8,105,042 Basic and diluted net income per share, Class B $ 0.16 $ (0.11 ) $ 0.05 For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 19,595,433 - $ 19,595,433 Weighted average number of Class A common stock 29,436,502 5,063,498 34,500,000 Basic and diluted net income per share, Class A $ - $ 0.45 $ 0.45 Weighted average number of Class B common stock 13,688,498 (5,063,498 ) 8,625,000 Basic and diluted net income per share, Class B $ 1.43 $ (0.98 ) $ 0.45 For the Period from September 1, 2020 (Inception) through December 31, 2020 As Previously Reported Adjustment As Restated Statement of Operations Net loss $ (17,427,663 ) - $ (17,427,663 ) Weighted average number of Class A common stock 30,096,931 (11,542,309 ) 18,554,622 Basic and diluted net income per share, Class A $ - $ (0.65 ) $ (0.65 ) Weighted average number of Class B common stock 10,473,079 (2,368,037 ) 8,105,042 Basic and diluted net income per share, Class B $ (1.66 ) $ 1.01 $ (0.65 ) 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern As of September 30, 2021, the Company had $128,051 in cash and a working capital deficit of approximately $93,000 (not taking into account tax obligations of approximately $150,000 that may be paid using investment income earned from Trust Account). Further, the Company expects to incur significant costs in pursuit of its acquisition plans. The Company also needs to raise additional funds to meet its obligations and sustain its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company's inability to continue as a going concern. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. Risks and uncertainties Management is currently evaluating pandemic an

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Significant Accounting Policies. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of 2021, and December 31, 2020, there were no cash equivalents present. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of September 30, 2021, and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, and December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,933,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants. The fair value of the warrants issued in the Private Placement were estimated by reference to the listed market price of the Public Warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the Trust Account . Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 34,500,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 full valuation allowances against them of approximately $287,000 and $51,000, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of investment income earned from the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does issued in connection with the Initial Public Offering and Private Placement since their inclusion would be anti-dilutive under the treasury stock method Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2021: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 2,113,924 $ 528,481 $ 17,790,270 $ 4,447,568 Denominator: Basic and diluted weighted average common shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per common share $ 0.06 $ 0.06 $ 0.52 $ 0.52 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	3. Initial Public Offering. On , 2020 Units, Units issued pursuant to the full exercise by the underwriters of their over-allotment option , at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each 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 6).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions. Founder Shares On September 4, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on October 29, 2020; thus, the Founder Shares are no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of 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 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants - The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. As of October 29, 2020, the Company borrowed approximately $172,000 under the Note. The Company repaid the Note in full on October 30, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. Commitments and Contingencies. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Share Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreements On October 22, 2020, the Company entered into a forward purchase agreement pursuant to which Lux Ventures VI, L.P. and Lux Ventures VI Sidecar, L.P. (together, the “Lux Ventures VI Entities”) have agreed to purchase an aggregate of up to 1,500,000 forward purchase units, each unit consisting of one forward purchase share and one third of one

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	6. Derivative Warrant Liabilities. As of September 30 , 2021, and December 31 had 11,500,000 5,933,333 and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th a national securities exchange such that they satisfy 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Class A common stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if, and only if the Reference Value is less than $18.00 per share (as adjusted), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination 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.

Temporary Equity - Class A Comm

Temporary Equity - Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Temporary Equity - Class A Common Stock Subject to Possible Redemption	Note 7 - Temporary Equity - Class A Common Stock Subject to Possible Redemption. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 34,500,000 shares of Class A common stock outstanding subject to possible redemption. As of September 30, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (18,400,000 ) Class A common share issuance costs (18,781,298 ) Plus: Accretion of carrying value to redemption value 37,181,298 Class A common share subject to possible redemption $ 345,000,000

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit)	9 Months Ended
	Sep. 30, 2021
Stockholders Equity Note [Abstract]
Stockholder's Equity (Deficit)	8. Stockholder’s Equity (Deficit). Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021, and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, and December 31, 2020, there were 34,500,000 shares of Class A common stock issued and outstanding, all subject to possible redemption and classified as temporary equity in the accompanying balance sheets. See Note 7. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2021, and December 31, 2020, there were 8,625,000 shares of Class B common stock outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders, except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the sum of the total number of shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the company in connection with or in relation to the completion of the initial Business Combination (excluding (1) any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of any Working Capital Loans), minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	9. Fair Value Measurements. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 345,019,303 $ - $ - Liabilities Derivative warrant liabilities - Public Warrants $ 13,225,000 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ 6,823,330 $ - December 31, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 345,003,572 $ - $ - Liabilities Derivative warrant liabilities - Public Warrants $ 28,635,000 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ 14,774,000 $ - Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels in the three or nine months ended September 30, 2021. As of September 30, 2021, and December 31, 2020, the fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants .

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events. Management has subsequent and transactions condensed up to we

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of 2021, and December 31, 2020, there were no cash equivalents present.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of September 30, 2021, and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, and December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Accordingly, the Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,933,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants. The fair value of the warrants issued in the Private Placement were estimated by reference to the listed market price of the Public Warrants.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the Trust Account .
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 34,500,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 full valuation allowances against them of approximately $287,000 and $51,000, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of investment income earned from the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does issued in connection with the Initial Public Offering and Private Placement since their inclusion would be anti-dilutive under the treasury stock method Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2021: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 2,113,924 $ 528,481 $ 17,790,270 $ 4,447,568 Denominator: Basic and diluted weighted average common shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per common share $ 0.06 $ 0.06 $ 0.52 $ 0.52
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Summary of Impact of Restatement on Balance Sheet, Condensed Statement of Operations and Unaudited Condensed Statement of Cash Flows	As of October 29, 2020 As Previously Reported Adjustment As Restated Balance Sheet Total Assets $ 347,541,800 - $ 347,541,800 Total Liabilities $ 41,325,609 - $ 41,325,609 Class A common stock, $0.0001 par value; shares subject to possible redemption 301,216,190 43,783,810 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 438 (438 ) - Class B common stock - $0.0001 par value 863 - 863 Additional paid-in-capital 6,712,329 (6,712,329 ) - Accumulated deficit (1,713,629 ) (37,071,043 ) (38,784,672 ) Total stockholders’ equity (deficit) 5,000,001 (43,783,810 ) (38,783,809 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 347,541,800 $ - $ 347,541,800 The impact of the restatement on the audited balance sheet as of December 31, 2020, is presented below: As of December 31, 2020 As Previously Reported Adjustment As Restated Balance Sheet Total Assets $ 346,090,177 - $ 346,090,177 Total Liabilities $ 55,674,137 - $ 55,674,137 Class A common stock subject to possible redemption Class A common stock 285,416,030 59,583,970 345,000,000 Stockholders’ equity (deficit) Class A common stock 596 (596 ) - Class B common stock 863 - 863 Additional paid-in-capital 22,426,214 (22,426,214 ) - Accumulated deficit (17,427,663 ) (37,157,160 ) (54,584,823 ) Total stockholders’ equity (deficit) 5,000,010 (59,583,970 ) (54,583,960 ) Total Liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 346,090,177 $ - $ 346,090,177 The impact of the restatement on the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is presented below. As of March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total Assets $ 345,796,190 - $ 345,796,190 Total Liabilities 37,795,850 - 37,795,850 Class A common stock subject to possible redemption Class A common stock subject to possible redemption 303,000,330 41,999,670 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 420 (420 ) - Class B common stock - $0.0001 par value 863 - 863 Additional paid-in-capital 4,842,090 (4,842,090 ) - Accumulated deficit (156,637 ) (37,157,160 ) (37,000,523 ) Total stockholders’ equity (deficit) 5,000,010 (41,999,670 ) (36,999,660 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 345,796,190 $ - $ 345,796,190 As of June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total Assets $ 345,506,928 - $ 345,506,928 Total Liabilities 35,495,455 - 35,495,455 Class A common stock subject to possible redemption Class A common stock subject to possible redemption 305,011,470 39,988,530 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 400 (400 ) - Class B common stock - $0.0001 par value 863 - 863 Additional paid-in-capital 2,830,970 (2,830,970 ) - Accumulated deficit (2,167,770 ) (37,157,160 ) (34,989,390 ) Total stockholders’ equity (deficit) 5,000,003 (39,988,530 ) (34,988,527 ) Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit) $ 345,506,928 $ - $ 345,506,928 There was no impact to the reported amounts for total assets, total liabilities, cash flows from operating, investing or financing activities, or net income (loss). The impact of the restatement on the supplemental disclosures of noncash activities in the previously reported statements of cash flow is presented below. For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities Change in fair value of Class A common stock subject to possible redemption $ 17,584,300 $ (17,584,300 ) $ - For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities Change in fair value of Class A common stock subject to possible redemption $ 19,595,440 $ (19,595,440 ) $ - For the Period from September 1, 2020 (Inception) through December 31, 2020 As Previously Reported Adjustment As Restated Statement of Cash Flows – Supplemental disclosure of noncash activities Initial value of common stock subject to possible redemption $ 301,216,190 $ (301,216,190 ) $ - Change in fair value of Class A common stock subject to possible redemption $ (15,800,160 ) $ 15,800,160 $ - Accretion of Class A common stock to redemption amount $ - $ 37,181,298 $ 37,181,298 For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 17,584,300 - $ 17,584,300 Weighted average number of Class A common stock 28,561,141 5,938,859 34,500,000 Basic and diluted net income per share, Class A $ - $ 0.41 $ 0.41 Weighted average number of Class B common stock 14,563,859 (5,938,859 ) 8,625,000 Basic and diluted net income per share, Class B $ 1.21 $ (0.80 ) $ 0.41 For the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 2,011,133 - $ 2,011,133 Weighted average number of Class A common stock 30,302,243 4,197,757 34,500,000 Basic and diluted net income per share, Class A $ - $ 0.05 $ 0.05 Weighted average number of Class B common stock 12,822,757 (4,717,715 ) 8,105,042 Basic and diluted net income per share, Class B $ 0.16 $ (0.11 ) $ 0.05 For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Net income $ 19,595,433 - $ 19,595,433 Weighted average number of Class A common stock 29,436,502 5,063,498 34,500,000 Basic and diluted net income per share, Class A $ - $ 0.45 $ 0.45 Weighted average number of Class B common stock 13,688,498 (5,063,498 ) 8,625,000 Basic and diluted net income per share, Class B $ 1.43 $ (0.98 ) $ 0.45 For the Period from September 1, 2020 (Inception) through December 31, 2020 As Previously Reported Adjustment As Restated Statement of Operations Net loss $ (17,427,663 ) - $ (17,427,663 ) Weighted average number of Class A common stock 30,096,931 (11,542,309 ) 18,554,622 Basic and diluted net income per share, Class A $ - $ (0.65 ) $ (0.65 ) Weighted average number of Class B common stock 10,473,079 (2,368,037 ) 8,105,042 Basic and diluted net income per share, Class B $ (1.66 ) $ 1.01 $ (0.65 )

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2021: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 2,113,924 $ 528,481 $ 17,790,270 $ 4,447,568 Denominator: Basic and diluted weighted average common shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per common share $ 0.06 $ 0.06 $ 0.52 $ 0.52

Temporary Equity - Class A Co_2

Temporary Equity - Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Summary of Class A Common Stock Reflected on Balance Sheet Reconciled	As of September 30, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (18,400,000 ) Class A common share issuance costs (18,781,298 ) Plus: Accretion of carrying value to redemption value 37,181,298 Class A common share subject to possible redemption $ 345,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 345,019,303 $ - $ - Liabilities Derivative warrant liabilities - Public Warrants $ 13,225,000 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ 6,823,330 $ - December 31, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 345,003,572 $ - $ - Liabilities Derivative warrant liabilities - Public Warrants $ 28,635,000 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ 14,774,000 $ -

Description of Organization, _3

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($)	Oct. 29, 2020	Oct. 26, 2020	Sep. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Organization Business Operations And Basis Of Presentation [Line Items]
Minimum amount of net tangible assets required for public share redemption in business combination			$ 5,000,001	$ 5,000,001
Decrease in additional paid-in capital			(6,700,000)
Charge to accumulated deficit			$ 37,100,000
Price per share			$ 10	$ 10
Offering costs				$ 15,450
Deferred underwriting commissions			$ 12,075,000	$ 12,075,000			$ 12,075,000
Price per warrant			$ 11.50	$ 11.50
Percentage of fair market value of acquisition required of net assets held in the Trust Account				80.00%
Minimum percentage of ownership required post-transaction				50.00%
Percentage of restricted redeeming shares			15.00%	15.00%
Business combination completion period from closing date of initial public offering				24 months
Per share value of residual assets remaining available for distribution			$ 10	$ 10
Cash			$ 128,051	$ 128,051			637,825
Working capital deficit			93,000	93,000
Tax obligations			150,000	150,000
Working Capital Loans
Organization Business Operations And Basis Of Presentation [Line Items]
Borrowings outstanding			$ 0	0			$ 0
Maximum
Organization Business Operations And Basis Of Presentation [Line Items]
Interest to pay dissolution expenses				$ 100,000
Initial Public Offering
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	34,500,000
Price per share	$ 10
Proceeds received from initial public offering, gross	$ 345,000,000
Offering costs	19,900,000
Deferred underwriting commissions	$ 12,100,000
Over-Allotment
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	4,500,000
Private Placement
Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrants issued	5,933,333
Price per warrant	$ 1.50
Proceeds from warrants issuance	$ 8,900,000
Warrant to purchase shares of common exercised	1
Common stock, par value	$ 11.50
Class A
Organization Business Operations And Basis Of Presentation [Line Items]
Reclassification of shares from permanent to temporary equity			4,378,381
Change in carrying value of common stock		$ 43,800,000
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class A | Initial Public Offering
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	34,500,000
Class A | Over-Allotment
Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, number of shares issued	4,500,000
Public Shares
Organization Business Operations And Basis Of Presentation [Line Items]
Price per share			$ 10	$ 10
Redemption percentage of shares in certificate of incorporation in case of not completing business combination within combination period				100.00%

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation - Summary of Impact on Restatement on Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Oct. 29, 2020	Sep. 30, 2020	Aug. 31, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total Assets	$ 345,211,967	$ 345,506,928	$ 345,796,190	$ 346,090,177	$ 347,541,800
Total Liabilities	32,558,089	35,495,455	37,795,850	55,674,137	41,325,609
Class A common stock subject to possible redemption	345,000,000			345,000,000
Stockholders’ equity (deficit)
Accumulated deficit	(32,346,985)	(34,989,390)	(37,000,523)	(54,584,823)	(38,784,672)
Total Stockholders' Deficit	(32,346,122)	(34,988,527)	(36,999,660)	(54,583,960)	(38,783,809)	$ 2,150	$ 0
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	345,211,967	345,506,928	345,796,190	346,090,177	347,541,800
Class A
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	345,000,000	345,000,000	345,000,000	345,000,000	345,000,000
Stockholders’ equity (deficit)
Total Stockholders' Deficit							0
Class B
Stockholders’ equity (deficit)
Common stock, value	863	863	863	863	863
Total Stockholders' Deficit	$ 863	863	863	863		$ 863	$ 0
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total Assets		345,506,928	345,796,190	346,090,177	347,541,800
Total Liabilities		35,495,455	37,795,850	55,674,137	41,325,609
Stockholders’ equity (deficit)
Additional paid-in capital		2,830,970	4,842,090	22,426,214	6,712,329
Accumulated deficit		(2,167,770)	(156,637)	(17,427,663)	(1,713,629)
Total Stockholders' Deficit		5,000,003	5,000,010	5,000,010	5,000,001
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit		345,506,928	345,796,190	346,090,177	347,541,800
As Previously Reported | Class A
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		305,011,470	303,000,330	285,416,030	301,216,190
Stockholders’ equity (deficit)
Common stock, value		400	420	596	438
As Previously Reported | Class B
Stockholders’ equity (deficit)
Common stock, value		863	863	863	863
Adjustment
Stockholders’ equity (deficit)
Additional paid-in capital		(2,830,970)	(4,842,090)	(22,426,214)	(6,712,329)
Accumulated deficit		(37,157,160)	(37,157,160)	(37,157,160)	(37,071,043)
Total Stockholders' Deficit		(39,988,530)	(41,999,670)	(59,583,970)	(43,783,810)
Adjustment | Class A
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		39,988,530	41,999,670	59,583,970	43,783,810
Stockholders’ equity (deficit)
Common stock, value		$ (400)	$ (420)	$ (596)	$ (438)

Description of Organization, _5

Description of Organization, Business Operations and Basis of Presentation - Summary of Impact on Restatement on Balance Sheet (Parenthetical) (Details) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Oct. 29, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value	$ 0.0001			$ 0.0001
Class A
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock, par value, shares subject to possible redemption	0.0001			0.0001	$ 0.0001
Common stock, par value	0.0001	$ 0.0001	$ 0.0001	0.0001	0.0001
Class B
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

Description of Organization, _6

Description of Organization, Business Operations and Basis of Presentation - Summary of Impact of Revision on Supplemental Disclosures of Noncash Activities in Statements of Cash Flows (Details) - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Class A
Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities
Accretion of Class A common stock to redemption amount	$ 37,181,298	$ 37,181,298
As Previously Reported
Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities
Initial value of common stock subject to possible redemption	301,216,190
As Previously Reported | Class A
Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities
Change in fair value of Class A common stock subject to possible redemption	(15,800,160)		$ 19,595,440	$ 17,584,300
Adjustment
Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities
Initial value of common stock subject to possible redemption	(301,216,190)
Adjustment | Class A
Unaudited Condensed Statement of Cash Flows – Supplemental disclosure of noncash activities
Change in fair value of Class A common stock subject to possible redemption	15,800,160		$ (19,595,440)	$ (17,584,300)
Accretion of Class A common stock to redemption amount	$ 37,181,298

Description of Organization, _7

Description of Organization, Business Operations and Basis of Presentation - Summary of Impact to Reported Amounts of Weighted Average Shares Outstanding and Basic and Diluted Earnings per Common Share (Details) - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Net income (loss)	$ (22,850)	$ 2,642,405	$ 2,011,133	$ 17,584,300	$ (17,427,663)	$ 19,595,433	$ 22,237,838
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Net income (loss)			$ 2,011,133	$ 17,584,300	$ (17,427,663)	$ 19,595,433
Class A
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ 2,113,924					$ 17,790,270
Weighted average number of common stock		34,500,000	34,500,000	34,500,000	18,554,622	34,500,000	34,500,000
Basic and diluted net income (loss) per share		$ 0.06	$ 0.05	$ 0.41	$ (0.65)	$ 0.45	$ 0.52
Class A | As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average number of common stock			30,302,243	28,561,141	30,096,931	29,436,502
Class A | Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average number of common stock			4,197,757	5,938,859	(11,542,309)	5,063,498
Basic and diluted net income (loss) per share			$ 0.05	$ 0.41	$ (0.65)	$ 0.45
Class B
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ 528,481					$ 4,447,568
Weighted average number of common stock	7,500,000	8,625,000	8,105,042	8,625,000	8,105,042	8,625,000	8,625,000
Basic and diluted net income (loss) per share	$ 0	$ 0.06	$ 0.05	$ 0.41	$ (0.65)	$ 0.45	$ 0.52
Class B | As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average number of common stock			12,822,757	14,563,859	10,473,079	13,688,498
Basic and diluted net income (loss) per share			$ 0.16	$ 1.21	$ (1.66)	$ 1.43
Class B | Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average number of common stock			(4,717,715)	(5,938,859)	(2,368,037)	(5,063,498)
Basic and diluted net income (loss) per share			$ (0.11)	$ (0.80)	$ 1.01	$ (0.98)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Federal deposit insurance corporation coverage Limit	250,000
Concentration of credit risk, losses	0	0
Deferred tax assets, valuation allowance	287,000	$ 51,000
Unrecognized tax benefits	0
Accrued interest and penalties related to unrecognized tax benefits	$ 0
Number of share issued in connection with initial public offering and private placement	17,433,333
Class A
Significant Accounting Policies [Line Items]
Temporary equity	34,500,000	34,500,000
Public Warrants
Significant Accounting Policies [Line Items]
Number of warrants issued	11,500,000	11,500,000
Private Placement Warrants
Significant Accounting Policies [Line Items]
Number of warrants issued	5,933,333	5,933,333
Maximum | US Treasury Securities
Significant Accounting Policies [Line Items]
Investments maturity period	180 days
Maximum | Investments
Significant Accounting Policies [Line Items]
Investments maturity period	180 days

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021
Basic and diluted net income (loss) per common share:
Allocation of net income (loss)	$ (22,850)	$ 2,642,405	$ 2,011,133	$ 17,584,300	$ (17,427,663)	$ 19,595,433	$ 22,237,838
Class A
Basic and diluted net income (loss) per common share:
Allocation of net income (loss)		$ 2,113,924					$ 17,790,270
Basic and diluted weighted average common shares outstanding		34,500,000	34,500,000	34,500,000	18,554,622	34,500,000	34,500,000
Basic and diluted net income (loss) per common share		$ 0.06	$ 0.05	$ 0.41	$ (0.65)	$ 0.45	$ 0.52
Class B
Basic and diluted net income (loss) per common share:
Allocation of net income (loss)		$ 528,481					$ 4,447,568
Basic and diluted weighted average common shares outstanding	7,500,000	8,625,000	8,105,042	8,625,000	8,105,042	8,625,000	8,625,000
Basic and diluted net income (loss) per common share	$ 0	$ 0.06	$ 0.05	$ 0.41	$ (0.65)	$ 0.45	$ 0.52

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Oct. 29, 2020	Sep. 30, 2021	Dec. 31, 2020
Initial Public Offering [Line Items]
Price per share		$ 10
Offering costs		$ 15,450
Deferred underwriting commissions		$ 12,075,000	$ 12,075,000
Price per warrant		$ 11.50
Initial Public Offering
Initial Public Offering [Line Items]
Sale of stock, consummated date	Oct. 29, 2020
Sale of stock, number of shares issued	34,500,000
Price per share	$ 10
Gross proceeds	$ 345,000,000
Offering costs	19,900,000
Deferred underwriting commissions	$ 12,100,000
Sale of stock, description		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each 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 6).
Over-Allotment
Initial Public Offering [Line Items]
Sale of stock, number of shares issued	4,500,000
Note Warrant
Initial Public Offering [Line Items]
Price per warrant	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Sep. 04, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Oct. 29, 2020	Sep. 30, 2020	Aug. 31, 2020
Related Party Transaction [Line Items]
Price per share		$ 10
Warrant issued per share		11.50
Aggregate loan amount to related parties	$ 300,000
Working Capital Loans
Related Party Transaction [Line Items]
Loan convertible to warrants	1,500,000
Warrant convertible price		$ 1.50
Borrowings		$ 0			$ 0
Private Placement Warrants
Related Party Transaction [Line Items]
Warrant issued		5,933,333			5,933,333
Price per share		$ 1.50
Warrant issued per share		$ 11.50
Gross proceeds from issuance of warrants		$ 8,900,000
Redemption price of warrants per common stock		$ 10
Class B
Related Party Transaction [Line Items]
Common stock purchased		8,625,000	8,625,000	8,625,000	8,625,000		8,625,000	0
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, value		$ 863	$ 863	$ 863	$ 863	$ 863
Founder Shares
Related Party Transaction [Line Items]
Sale of Stock, Description of Transaction		(a) one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of 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 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Sale of stock, required price per share		$ 12
Sponsor | Note
Related Party Transaction [Line Items]
Borrowed under promissory note	$ 172,000
Sponsor | Class B
Related Party Transaction [Line Items]
Common stock purchased	8,625,000
Common stock, par value	$ 0.0001
Common stock, value	$ 25,000
Percentage of shares held by sponsor	20.00%
Common stock shares, released from forfeiture option						1,125,000
Sponsor | Class B | Maximum
Related Party Transaction [Line Items]
Common stock shares, subject to forfeiture	1,125,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)	Oct. 22, 2020	Sep. 30, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Deferred underwriting commissions		$ 12,075,000	$ 12,075,000
Underwriting Agreement
Commitments And Contingencies [Line Items]
Underwriting discount		$ 0.20
Aggregate amount paid		$ 6,900,000
Additional underwriting fee		$ 0.35
Deferred underwriting commissions		$ 12,100,000
Forward Purchase Agreement
Commitments And Contingencies [Line Items]
Number of forward purchase share per unit	1
Number of forward purchase warrant per unit	0.3333
Maximum number of forward purchase units to be purchased	1,500,000
Forward purchase units price	$ 10
Aggregate maximum amount of forward purchase units	$ 15,000,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Number of fractional shares issued upon separation of units and whole public warrants.	0
Number of warrant exercisable	0
Price per warrant	$ 11.50
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation	5 years
Trading day period	10 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	115.00%
Warrants redemption period	30 days
Redemption of Warrants for Shares of Class A Common Stock
Class Of Stock [Line Items]
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	100.00%
Per share redemption trigger prices	$ 10
Redemption of Warrants for Cash
Class Of Stock [Line Items]
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	180.00%
Per share redemption trigger prices	$ 18
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00
Class Of Stock [Line Items]
Price per share	$ 18
Trading day period	20 days
Per share redemption trigger prices	$ 0.01
Minimum period prior written notice of redemption	30 days
Overall trading day period	30 days
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Trading day period	20 days
Per share redemption trigger prices	$ 0.10
Minimum period prior written notice of redemption	30 days
Overall trading day period	30 days
Class A
Class Of Stock [Line Items]
Trading day period	20 days
Per share redemption trigger prices	$ 10	$ 10
Public Warrants
Class Of Stock [Line Items]
Number of warrants issued	11,500,000	11,500,000
Private Placement Warrants
Class Of Stock [Line Items]
Number of warrants issued	5,933,333	5,933,333
Price per warrant	$ 11.50
Minimum [Member]
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds from issuances to overall equity proceeds	60.00%
Shares per warrant	0.361
Minimum [Member] | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Price per share	$ 10
Minimum [Member] | Class A
Class Of Stock [Line Items]
Price per share	10
Minimum [Member] | Class A | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Price per share	10
Maximum | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Stock [Line Items]
Price per share	18
Maximum | Class A
Class Of Stock [Line Items]
Price per share	$ 9.20

Temporary Equity - Class A Co_3

Temporary Equity - Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Class A - $ / shares	Sep. 30, 2021	Dec. 31, 2020	Oct. 29, 2020
Temporary Equity [Line Items]
Common stock, shares authorized subject to possible redemption	200,000,000
Common stock, par value, shares subject to possible redemption	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption	34,500,000	34,500,000

Temporary Equity - Class A Co_4

Temporary Equity - Class A Common Stock Subject to Possible Redemption - Summary of Class A Common Stock Reflected on Balance Sheet Reconciled (Details) - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Oct. 29, 2020
Temporary Equity [Line Items]
Class A common share subject to possible redemption	$ 345,000,000	$ 345,000,000
Class A
Temporary Equity [Line Items]
Gross proceeds		345,000,000
Proceeds allocated to public warrants		(18,400,000)
Class A common share issuance costs		(18,781,298)
Accretion of carrying value to redemption value	37,181,298	37,181,298
Class A common share subject to possible redemption	$ 345,000,000	$ 345,000,000	$ 345,000,000	$ 345,000,000	$ 345,000,000

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit) - Additional Information (Details) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Oct. 29, 2020	Sep. 30, 2020	Aug. 31, 2020
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000			1,000,000
Preferred stock, par value	$ 0.0001			$ 0.0001
Preferred stock, share issued	0			0
Preferred stock, share outstanding	0			0
Class A
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000			200,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued including stock subject to possible redemption	34,500,000			34,500,000
Common stock, shares outstanding including stock subject to possible redemption	34,500,000			34,500,000
Common stock, shares outstanding							0
Class B
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000			20,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding	8,625,000	8,625,000	8,625,000	8,625,000		8,625,000	0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Quoted Prices in Active Markets (Level 1)
Assets
Investments held in Trust Account	$ 345,019,303	$ 345,003,572
Quoted Prices in Active Markets (Level 1) | Public Warrants
Liabilities
Derivative warrant liabilities	13,225,000	28,635,000
Significant Other Observable Inputs (Level 2) | Private Warrants
Liabilities
Derivative warrant liabilities	$ 6,823,330	$ 14,774,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Fair value, assets, level 1 to level 2 transfers	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers	0	0
Fair value, assets, transfers into level 3	0	0
Fair value, assets, transfers out of level 3	0	0
Fair value, liabilities, level 1 to level 2 transfers	0	0
Fair value, liabilities, level 2 to level 1 transfers	0	0
Fair value, liabilities, transfers into level 3	0	0
Fair value, liabilities, transfers out of level 3	0	0
Change in fair value of derivative warrant liabilities	$ (2,963,670)	$ (23,360,670)