Senior Connect Acquisition Corp I (SNRH) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 10, 2021
Document Information Line Items
Entity Registrant Name	SENIOR CONNECT ACQUISITION CORP. I
Trading Symbol	SNRH
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001823854
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39793
Entity Tax Identification Number	85-2816458
Entity Address, Address Line One	7114 East Stetson Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251
City Area Code	480
Local Phone Number	948-9200
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		41,400,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		10,350,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020	[1]
Current assets:
Cash	$ 546,073	$ 891,720
Prepaid expenses	379,750	607,850
Total current assets	925,823	1,499,570
Investments held in Trust Account	414,032,671	414,001,702
Total Assets	414,958,494	415,501,272
Current liabilities:
Accounts payable	244,972	16,015
Accrued expenses	117,755	70,000
Accrued expenses - related party	95,000	5,000
Franchise tax payable	107,442	69,449
Total current liabilities	565,169	160,464
Derivative warrant liabilities	21,995,800	23,544,800
Deferred underwriting commissions	14,490,000	14,490,000
Total Liabilities	37,050,969	38,195,264
Commitments & Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 41,400,000 shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020	414,000,000	414,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020
Class A common stock, $0.0001 par value; 380,000,000 shares authorized as of September 30, 2021 and December 31, 2020
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020	1,035	1,035
Additional paid-in capital
Accumulated deficit	(36,093,510)	(36,695,027)
Total stockholders’ deficit	(36,092,475)	(36,693,992)	[2]
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$ 414,958,494	$ 415,501,272
[1]	As revised due to review of the treatment of public shares subject to redemption (see Note 2).
[2]	As revised due to review of the treatment of public shares subject to redemption (see Note 2).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Class A common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A common stock, subject to possible redemption	41,400,000	41,400,000
Class A common stock, redemption at per share (in Dollars per share)	$ 10	$ 10
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000

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
Operating expenses
General and administrative expenses	$ 1,000	$ 287,733	$ 738,863
Administrative fees - related party		30,000	90,000
Franchise tax expenses	18,680	50,411	149,589
Loss from operations	(19,680)	(368,144)	(978,452)
Change in fair value of warrant liabilities		4,337,200	1,549,000
Net gain from investments held in Trust Account		10,437	30,969
Net income (loss)	$ (19,680)	$ 3,979,493	$ 601,517
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares)		41,400,000	41,400,000
Basic and diluted net income per share, Class A common stock (in Dollars per share)		$ 0.08	$ 0.01
Weighted average shares outstanding of Class B common stock, basic and diluted (in Shares)	9,000,000	10,350,000	10,350,000
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share)	$ 0	$ 0.08	$ 0.01

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Stockholder’s Equity - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Aug. 26, 2020
Balance (in Shares) at Aug. 26, 2020
Issuance of Class B common stock to Sponsor			$ 1,035	23,965		25,000
Issuance of Class B common stock to Sponsor (in Shares)			10,350,000
Net income (loss)					(19,680)	(19,680)
Balance at Sep. 30, 2020			$ 1,035	23,965	(19,680)	5,320
Balance (in Shares) at Sep. 30, 2020			10,350,000
Balance at Dec. 31, 2020	[1]		$ 1,035		(36,695,027)	(36,693,992)	[2]
Balance (in Shares) at Dec. 31, 2020	[1]		10,350,000
Net income (loss)					1,140,130	1,140,130
Balance at Mar. 31, 2021	[1]		$ 1,035		(35,554,897)	(35,553,862)
Balance (in Shares) at Mar. 31, 2021	[1]		10,350,000
Net income (loss)					(4,518,106)	(4,518,106)
Balance at Jun. 30, 2021	[1]		$ 1,035		(40,073,003)	(40,071,968)
Balance (in Shares) at Jun. 30, 2021	[1]		10,350,000
Net income (loss)					3,979,493	3,979,493
Balance at Sep. 30, 2021			$ 1,035		$ (36,093,510)	$ (36,092,475)
Balance (in Shares) at Sep. 30, 2021			10,350,000			41,400,000
[1]	As revised due to review of the treatment of public shares subject to redemption (see Note 2).
[2]	As revised due to review of the treatment of public shares subject to redemption (see Note 2).

Unaudited Condensed Statement o

Unaudited Condensed Statement of Cash Flows - USD ($)	1 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (19,680)	$ 601,517
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(1,549,000)
Net gain from investments held in Trust Account		(30,969)
Changes in operating assets and liabilities:
Prepaid expenses		228,100
Accounts payable		228,957
Accrued expenses - related party		90,000
Accrued expenses	1,000	47,755
Franchise tax payable	18,680	37,993
Net cash used in operating activities		(345,647)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Net cash provided by financing activities	25,000
Net change in cash	25,000	(345,647)
Cash - beginning of the period		891,720
Cash - end of the period	25,000	$ 546,073
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	155,000
Offering costs included in accounts payable	$ 24,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations Organization and General Senior Connect Acquisition Corp. I (f/k/a Health Connect Acquisitions Corp. I) (the “Company”) is a blank check company incorporated in Delaware on August 27, 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, the Company had not commenced any operations. All activity for the period from August 27, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering its search for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in a trust account from the proceeds derived from the Initial Public Offering. Sponsor and Financing The Company’s sponsor is Health Connect Acquisitions Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,280,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Initial Business Combination 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 the 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 an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide 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), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. 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 are 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.” 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 an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain stockholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial 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 upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 15, 2022 (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the 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 agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquired Public Shares in or after the Initial Public Offering, they are 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 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, or less than, $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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of September 30, 2021, the Company had approximately $546,000 in its operating bank accounts and working capital of approximately $468,000 (not taking into account tax obligations of approximately $107,000 that may be paid using investment income earned from the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the Sponsor to purchase Founders Shares, and loan proceeds from the Sponsor of approximately $139,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December 16, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, December 15, 2022. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results 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 December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on July 15, 2021. Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, 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 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 intangible assets. Accordingly, effective with this filing, the Company presents all redeemable 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 change in the carrying value of the redeemable shares of Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5.7 million in additional paid-in capital and an increase of approximately $29.7 million to accumulated deficit, as well as a reclassification of 3,545,006 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on January 27, 2021, and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided. The impact of the revision to the condensed balance sheets as of December 30, 2020 is a reclassification of $41.7 million from total stockholders’ equity to Class A common stock subject to possible redemption. The impact on the revision to the audited balance sheet as of December 31, 2020, and the unaudited condensed balance sheet as of March 31, 2021 and June 30, 2021, is presented below: As Previously Reported Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 372,306,000 $ 41,694,000 $ 414,000,000 Class A common stock - $0.0001 par value $ 417 $ (417 ) $ - Additional paid-in-capital $ 11,969,202 $ (11,969,202 ) $ - Accumulated deficit $ (6,970,646 ) $ (29,724,381 ) $ (36,695,027 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (41,694,000 ) $ (36,693,992 ) Balance Sheet as of March 31, 2021 Total stockholders’ equity (deficit) $ 5,000,008 $ (40,553,870 ) $ (35,553,862 ) Balance Sheet as of June 30, 2021 Total stockholders’ equity (deficit) $ 5,000,002 $ (45,071,970 ) $ (40,071,968 ) There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making significant 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021, and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, 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 are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements 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 Depository Insurance Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurement 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● 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. 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 FASB ASC Topic 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 Company accounts for its warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statement of operations. The fair value of warrants issued in connection with the Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The 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. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at September 30, 2021 and December 31, 2020, 41,400,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. 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, and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per 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 share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net loss per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 30,980,000 shares of Class A common stock in the calculation of diluted loss per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the three and nine months ended September 30, 2021, and for the period from August 27, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 3,183,594 $ 795,899 $ 481,214 $ 120,303 Denominator: Weighted average common stock outstanding, basic and diluted 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income per share of common stock $ 0.08 $ 0.08 $ 0.01 $ 0.01 For the Period from August 27, 2020 (Inception) through September 30, 2020 Class A Class B Numerator: Allocation of net loss $ - $ (19,680 ) Denominator: Weighted average common stock outstanding, basic and diluted - 9,000,000 Basic and diluted net loss per share of common stock $ - $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not have a material impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On December 15, 2020, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On August 27, 2020, the Sponsor subscribed to purchase 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 22, 2020. On November 23, 2020, the Sponsor surrendered 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration. On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock split. The initial stockholders agreed to forfeit up to 1,350,000 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 of common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 1,350,000 Founder Shares were 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: (i) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction 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 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million, and incurring offering costs of approximately $8,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. 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 for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On August 27, 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 was non-interest bearing and payable upon the completion of the Initial Public Offering. As of December 15, 2020, the Company borrowed approximately $139,000 from the related party under the Note and fully repaid the balance on December 16, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could 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 lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 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. Service and Administrative Fees Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. The Company incurred $30,000 and $90,000 in connection with such services for the three and nine months ended September 30, 2021, respectively, as reflected in the accompanying unaudited condensed statements of operations. As of September 30, 2021, and December 31, 2020, an aggregate of $95,000 and $5,000 in accrued expenses with related party was outstanding, respectively, as reflected in the accompanying balance sheets. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 - Commitments & 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 (and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.5 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.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrants Disclosure [Abstract]
Warrants	Note 6 – Warrants As of September 30, 2021, and December 31, 2020, the Company had 20,700,000 Public Warrants and 10,280,000 Private Placement Warrants. 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 and (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 issuance of the shares of Class A common stock issuable upon exercise of the Public 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 the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on 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 elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best 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 and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the initial stockholders 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 the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to certain limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and, except as set forth below, they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. 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 for cash (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 closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before 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 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. Redemption of warrants for 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 (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7 – 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 380,000,000 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 41,400,000 Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,592,000 ) Offering costs allocated to Class A common stock (22,679,546 ) Plus: Accretion on Class A common stock to redemption value 34,271,546 Class A common stock subject to possible redemption $ 414,000,000

Stockholder_s Equity (Deficit)

Stockholder’s Equity (Deficit)	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholder’s Equity (Deficit)	Note 8 - Stockholder’s Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation 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 connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9-Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 414,032,671 $ - $ - $ 414,032,671 Liabilities: Warrant liabilities - public warrants $ 14,697,000 $ - $ - $ 14,697,000 Warrant liabilities - private warrants $ - $ - $ 7,298,800 $ 7,298,800 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 414,001,702 $ - $ - $ 414,001,702 Liabilities: Warrant liabilities - public warrants $ - $ - $ 15,732,000 $ 15,732,000 Warrant liabilities - private warrants $ - $ - $ 7,812,800 $ 7,812,800 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrant transferred from a Level 3 measurement to a Level 1 measurement as such warrants began to be separately listed and traded in February 2021. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of warrants issued in connection with the Private Placement has been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the market price of such warrants. For the three and nine months ended September 30, 2021, the Company recognized a gain in the fair value of warrant liabilities of approximately $4.3 million and $1.5 million, respectively, presented as change in fair value of warrant liabilities on the accompanying statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ 23,544,800 Public warrants transfer to Level 1 (15,732,000 ) Change in fair value of warrant liabilibites (411,200 ) Warrant liabilities at March 31, 2021 7,401,600 Change in fair value of warrant liabilibites 1,336,400 Warrant liabilities at June 30, 2021 8,738,000 Change in fair value of warrant liabilibites (1,439,200 ) Warrant liabilities at September 30, 2021 $ 7,298,800 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in Monte-Carlo and modified Black-Scholes simulations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: September 30, December 31, Exercise price $ 11.50 $ 11.50 Stock Price $ 9.77 $ 9.91 Term (in years) 5.70 6.44 Volatility 11.80 % 13.00 % Risk-free interest rate 1.09 % 0.57 % Dividend yield - -

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued required potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results 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 December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on July 15, 2021.
Revision to Previously Reported Financial Statements	Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, 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 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 intangible assets. Accordingly, effective with this filing, the Company presents all redeemable 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 change in the carrying value of the redeemable shares of Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5.7 million in additional paid-in capital and an increase of approximately $29.7 million to accumulated deficit, as well as a reclassification of 3,545,006 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on January 27, 2021, and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided. The impact of the revision to the condensed balance sheets as of December 30, 2020 is a reclassification of $41.7 million from total stockholders’ equity to Class A common stock subject to possible redemption. The impact on the revision to the audited balance sheet as of December 31, 2020, and the unaudited condensed balance sheet as of March 31, 2021 and June 30, 2021, is presented below: As Previously Reported Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 372,306,000 $ 41,694,000 $ 414,000,000 Class A common stock - $0.0001 par value $ 417 $ (417 ) $ - Additional paid-in-capital $ 11,969,202 $ (11,969,202 ) $ - Accumulated deficit $ (6,970,646 ) $ (29,724,381 ) $ (36,695,027 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (41,694,000 ) $ (36,693,992 ) Balance Sheet as of March 31, 2021 Total stockholders’ equity (deficit) $ 5,000,008 $ (40,553,870 ) $ (35,553,862 ) Balance Sheet as of June 30, 2021 Total stockholders’ equity (deficit) $ 5,000,002 $ (45,071,970 ) $ (40,071,968 ) There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has 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.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making significant 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021, and December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, 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 are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements 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 Depository Insurance Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.
Fair Value Measurement	Fair Value Measurement 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● 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.
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 FASB ASC Topic 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 Company accounts for its warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statement of operations. The fair value of warrants issued in connection with the Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The 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. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at September 30, 2021 and December 31, 2020, 41,400,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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.
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 through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes	Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. 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, and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per 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 share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net loss per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 30,980,000 shares of Class A common stock in the calculation of diluted loss per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the three and nine months ended September 30, 2021, and for the period from August 27, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 3,183,594 $ 795,899 $ 481,214 $ 120,303 Denominator: Weighted average common stock outstanding, basic and diluted 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income per share of common stock $ 0.08 $ 0.08 $ 0.01 $ 0.01 For the Period from August 27, 2020 (Inception) through September 30, 2020 Class A Class B Numerator: Allocation of net loss $ - $ (19,680 ) Denominator: Weighted average common stock outstanding, basic and diluted - 9,000,000 Basic and diluted net loss per share of common stock $ - $ (0.00 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not have a material impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of revision to previously reported financial statements	As Previously Reported Adjustment As Revised Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 372,306,000 $ 41,694,000 $ 414,000,000 Class A common stock - $0.0001 par value $ 417 $ (417 ) $ - Additional paid-in-capital $ 11,969,202 $ (11,969,202 ) $ - Accumulated deficit $ (6,970,646 ) $ (29,724,381 ) $ (36,695,027 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (41,694,000 ) $ (36,693,992 ) Balance Sheet as of March 31, 2021 Total stockholders’ equity (deficit) $ 5,000,008 $ (40,553,870 ) $ (35,553,862 ) Balance Sheet as of June 30, 2021 Total stockholders’ equity (deficit) $ 5,000,002 $ (45,071,970 ) $ (40,071,968 )
Schedule of basic and diluted net loss per share of common stock	For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 3,183,594 $ 795,899 $ 481,214 $ 120,303 Denominator: Weighted average common stock outstanding, basic and diluted 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income per share of common stock $ 0.08 $ 0.08 $ 0.01 $ 0.01 For the Period from August 27, 2020 (Inception) through September 30, 2020 Class A Class B Numerator: Allocation of net loss $ - $ (19,680 ) Denominator: Weighted average common stock outstanding, basic and diluted - 9,000,000 Basic and diluted net loss per share of common stock $ - $ (0.00 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
Schedule of class A common stock subject to possible redemption	Gross proceeds received from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,592,000 ) Offering costs allocated to Class A common stock (22,679,546 ) Plus: Accretion on Class A common stock to redemption value 34,271,546 Class A common stock subject to possible redemption $ 414,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 414,032,671 $ - $ - $ 414,032,671 Liabilities: Warrant liabilities - public warrants $ 14,697,000 $ - $ - $ 14,697,000 Warrant liabilities - private warrants $ - $ - $ 7,298,800 $ 7,298,800 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 414,001,702 $ - $ - $ 414,001,702 Liabilities: Warrant liabilities - public warrants $ - $ - $ 15,732,000 $ 15,732,000 Warrant liabilities - private warrants $ - $ - $ 7,812,800 $ 7,812,800
Schedule of fair value of the derivative warrant liabilities	Warrant liabilities at December 31, 2020 $ 23,544,800 Public warrants transfer to Level 1 (15,732,000 ) Change in fair value of warrant liabilibites (411,200 ) Warrant liabilities at March 31, 2021 7,401,600 Change in fair value of warrant liabilibites 1,336,400 Warrant liabilities at June 30, 2021 8,738,000 Change in fair value of warrant liabilibites (1,439,200 ) Warrant liabilities at September 30, 2021 $ 7,298,800
Schedule of information regarding Level 3 fair value measurements inputs	September 30, December 31, Exercise price $ 11.50 $ 11.50 Stock Price $ 9.77 $ 9.91 Term (in years) 5.70 6.44 Volatility 11.80 % 13.00 % Risk-free interest rate 1.09 % 0.57 % Dividend yield - -

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Dec. 15, 2020	Mar. 31, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds	$ 414,000,000
Offering costs	23,300,000
Deferred underwriting commissions	$ 14,500,000
Net proceeds		$ 15,732,000
Minimum percentage of trust account required for business combination			80.00%
Percentage of voting securities			50.00%
Net tangible assets value			$ 5,000,001
Percentage of redeeming share			15.00%
Description of business combination within the combination period			If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 15, 2022 (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the 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.
Trust account per public share (in Dollars per share)			$ 10
Operating bank account			$ 546,000
Working capital			468,000
Investment income earned from the trust account			$ 107,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	41,400,000
Price per unit (in Dollars per share)			$ 10
Proceeds from purchase of founders shares			$ 25,000
Loan proceeds from sponsor			139,000
Over-Allotment Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	5,400,000
Price per unit (in Dollars per share)	$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 1
Generating gross proceeds	$ 10,300,000		10,300,000
Offering costs			8,000
Proceeds from purchase of founders shares	$ 10,280,000
Initial Public Offering and Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Net proceeds			$ 414,000,000
Net proceeds per unit (in Dollars per share)			$ 10
Initial Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of redeeming share			100.00%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Mar. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage		$ 250,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Net intangible assets		5,000,001
Additional paid in capital		5,700,000
Accumulated deficit		$ 29,700,000
Issued shares (in Shares)		3,545,006
Total amount of common stock			$ 41,700,000
Shares of common stock subject to possible redemption (in Shares)	41,400,000	41,400,000
Number of shares purchased (in Shares)		30,980,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revision to previously reported financial statements - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption			$ 372,306,000
Class A common stock - $0.0001 par value			417
Additional paid-in-capital			11,969,202
Accumulated deficit			(6,970,646)
Total stockholders’ equity (deficit)	$ 5,000,002	$ 5,000,008	5,000,008
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption			41,694,000
Class A common stock - $0.0001 par value			(417)
Additional paid-in-capital			(11,969,202)
Accumulated deficit			(29,724,381)
Total stockholders’ equity (deficit)	(45,071,970)	(40,553,870)	(41,694,000)
As Revised [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption			414,000,000
Class A common stock - $0.0001 par value
Additional paid-in-capital
Accumulated deficit			(36,695,027)
Total stockholders’ equity (deficit)	$ (40,071,968)	$ (35,553,862)	$ (36,693,992)

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revision to previously reported financial statements (Parentheticals) - Class A Common Stock [Member]	Dec. 31, 2020$ / shares
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock par value	$ 0.0001
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock par value	0.0001
As Revised [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock par value	$ 0.0001

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share of common stock - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss)		$ 3,183,594	$ 481,214
Denominator:
Weighted average common stock outstanding, basic and diluted		41,400,000	41,400,000
Basic and diluted net income ( loss) per share of common stock		$ 0.08	$ 0.01
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ (19,680)	$ 795,899	$ 120,303
Denominator:
Weighted average common stock outstanding, basic and diluted	9,000,000	10,350,000	10,350,000
Basic and diluted net income ( loss) per share of common stock	$ 0	$ 0.08	$ 0.01

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 15, 2020	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Generating gross proceeds	$ 414
Offering costs	23.3
Deferred underwriting commissions	$ 14.5
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	41,400,000
Unit price (in Dollars per share)		$ 10
Description of initial public offering units		Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	5,400,000
Unit price (in Dollars per share)	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 15, 2020	Dec. 10, 2020	Nov. 23, 2020	Aug. 28, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Aug. 27, 2020
Related Party Transactions (Details) [Line Items]
Description of stock split		On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding.
Share price (in Dollars per share)					$ 0.0001	$ 0.0001
Price per warrant (in Dollars per share)					1	1
Proceeds from initial public offering	$ 414,000,000
Offering costs	23,300,000
Warrant exercise price (in Dollars per share)					$ 11.5	$ 11.5
Borrowed amount	$ 139,000
Discretion of working capital loan					$ 1,500,000	$ 1,500,000
Sponsor paid for office space						10,000
Service fees					30,000	90,000
Accrued expenses related party					$ 95,000	$ 95,000	$ 5,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Percentage of common stock issued and outstanding						20.00%
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of founder shares agreed to forfeit (in Shares)	1,350,000					1,350,000
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Number of warrants consummated (in Shares)					10,280,000	10,280,000
Price per warrant (in Dollars per share)					$ 1	$ 1
Proceeds from initial public offering	$ 10,300,000					$ 10,300,000
Offering costs					$ 8,000	$ 8,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Loan to cover expenses								$ 300,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Number of founder shares agreed to forfeit (in Shares)			1,437,500
Percentage of common stock issued and outstanding						20.00%
Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of common stock issued (in Shares)				10,062,500
Common stock, par value (in Dollars per share)				$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					0.0001	$ 0.0001	$ 0.0001
Share price (in Dollars per share)					12	12
Warrant exercise price (in Dollars per share)					$ 11.5	$ 11.5

Commitments & Contingencies (De

Commitments & Contingencies (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Commitments & Contingencies (Details) [Line Items]
Underwriting discount per share | $ / shares	$ 0.2
Underwriting expense | $	$ 14.5
Deferred underwriting commissions per share | $ / shares	$ 0.35
Initial Public Offering [Member]
Commitments & Contingencies (Details) [Line Items]
Underwriting expense | $	$ 8.3

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share)	$ 11.5
Warrants expire term	5 years
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	20,700,000
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding		10,280,000
Warrant [Member]
Warrants (Details) [Line Items]
Warrants description	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 initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the initial stockholders 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 the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share)	$ 11.5
Common stock redemption shares	0.361
Class A Common Stock [Member] | Warrant [Member]
Warrants (Details) [Line Items]
Redemption warrants, description	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 for cash (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 closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before 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 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. Redemption of warrants for 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 (except as described herein with respect to the Private Placement Warrants):   ● in whole and not in part;         ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;         ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and   ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Class A Common Stock Subject To Possible Redemption [Abstract]
Class A common stock shares issued	380,000,000
Price per share (in Dollars per share) | $ / shares	$ 0.0001
Shares outstanding	41,400,000
Number of vote shares	one vote for each share.

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of class A common stock subject to possible redemption [Abstract]
Gross proceeds received from Initial Public Offering	$ 414,000,000
Less:
Fair value of Public Warrants at issuance	(11,592,000)
Offering costs allocated to Class A common stock	(22,679,546)
Plus:
Accretion on Class A common stock to redemption value	34,271,546
Class A common stock subject to possible redemption	$ 414,000,000

Stockholder_s Equity (Deficit)

Stockholder’s Equity (Deficit) (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stockholder’s Equity (Deficit) (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholder’s Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	380,000,000
Common stock par value (in Dollars per share)	$ 0.0001
Common stock, shares issued	41,400,000
Common stock, shares outstanding		41,400,000
Class B Common Stock [Member]
Stockholder’s Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000
Issued and outstanding shares percentage	20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair value of warrant liabilities	$ 4.3	$ 1.5

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Assets
Investments held in Trust Account	$ 414,001,702	$ 414,032,671
Liabilities:
Warrant liabilities - public warrants	15,732,000	14,697,000
Warrant liabilities - private warrants	7,812,800	7,298,800
Level 1 [Member]
Assets
Investments held in Trust Account	414,001,702	414,032,671
Liabilities:
Warrant liabilities - public warrants		14,697,000
Warrant liabilities - private warrants
Level 2 [Member]
Assets
Investments held in Trust Account
Liabilities:
Warrant liabilities - public warrants
Warrant liabilities - private warrants
Level 3 [Member]
Assets
Investments held in Trust Account
Liabilities:
Warrant liabilities - public warrants	15,732,000
Warrant liabilities - private warrants	$ 7,812,800	$ 7,298,800

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Schedule of fair value of the derivative warrant liabilities [Abstract]
Warrant liabilities, Beginning	$ 8,738,000	$ 7,401,600	$ 23,544,800	$ 23,544,800
Public warrants transfer to Level 1			(15,732,000)
Change in fair value of warrant liabilities	(1,439,200)	1,336,400	(411,200)
Warrant liabilities, Ending	$ 7,298,800	$ 8,738,000	$ 7,401,600	$ 7,298,800

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of information regarding Level 3 fair value measurements inputs - $ / shares	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Schedule of information regarding Level 3 fair value measurements inputs [Abstract]
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Stock Price (in Dollars per share)	$ 9.91	$ 9.77
Term (in years)	6 years 5 months 8 days	5 years 8 months 12 days
Volatility	13.00%	11.80%
Risk-free interest rate	0.57%	1.09%
Dividend yield