Concord Acquisition (CNDAW) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information Line Items
Entity Registrant Name	Concord Acquisition Corp
Trading Symbol	CND
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001824301
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39770
Entity Tax Identification Number	85-2665549
Entity Address, Address Line One	477 Madison Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	883-4330
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		28,352,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,900,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Cash	$ 345,461	$ 1,082,101
Prepaid expense	252,342	254,887
Total current assets	597,803	1,336,988
Long-term prepaid expenses	42,534	210,822
Securities held in trust account	276,043,536	276,005,942
Total Assets	276,683,873	277,553,752
Current liabilities:
Accounts payable and accrued expenses	171,836	100,253
Total current liabilities	171,836	100,253
Warrant liability	25,148,936	11,912,642
Total Liabilities	25,320,772	12,012,895
Commitments
Common stock subject to possible redemption, 27,600,000 shares at redemption value	276,000,000	276,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 752,000 shares issued and outstanding	76	76
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding	690	690
Additional paid-in capital
Accumulated deficit	(24,637,665)	(10,459,909)
Total Stockholders’ Deficit	(24,636,899)	(10,459,143)	[1]
Total Liabilities and Stockholders’ Deficit	$ 276,683,873	$ 277,553,752
[1]	Restated, see Note 2.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common stock subject to possible redemption shares	27,600,000	27,600,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	752,000	752,000
Common stock, shares outstanding	752,000	752,000
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	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2020	[1]	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Operating costs	$ 479		$ 397,129	$ 979,056
Loss from operations	(479)		(397,129)	(979,056)
Other income (expense)
Change in fair value of warrant liability			(10,965,792)	(13,236,294)
Interest income from Trust Account			6,958	37,594
Total other expense			(10,958,834)	(13,198,700)
Net loss	$ (479)		$ (11,355,963)	$ (14,177,756)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)			27,600,000	27,600,000
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)			$ (0.32)	$ (0.4)
Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable common stock (in Shares)	6,000,000		7,652,000	7,652,000
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ 0		$ (0.32)	$ (0.4)
[1]	Represents both quarter to date and year to date comparative amounts as the Company was formed on August 10, 2020.

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Aug. 19, 2020
Balance (in Shares) at Aug. 19, 2020
Class B common stock issued to initial stockholders			$ 690	24,310		25,000
Class B common stock issued to initial stockholders (in Shares)			6,900,000
Net loss					(479)	(479)
Balance at Sep. 30, 2020			$ 690	24,310	(479)	24,521
Balance (in Shares) at Sep. 30, 2020			6,900,000
Balance at Dec. 31, 2020	[1]	$ 76	$ 690		(10,459,909)	(10,459,143)
Balance (in Shares) at Dec. 31, 2020	[1]	752,000	6,900,000
Net loss					(14,177,756)	(14,177,756)
Balance at Sep. 30, 2021		$ 76	$ 690		(24,637,665)	(24,636,899)
Balance (in Shares) at Sep. 30, 2021		752,000	6,900,000
Balance at Jun. 30, 2021	[1]	$ 76	$ 690		(13,281,702)	(13,280,936)
Balance (in Shares) at Jun. 30, 2021	[1]	752,000	6,900,000
Net loss					(11,355,963)	(11,355,963)
Balance at Sep. 30, 2021		$ 76	$ 690		$ (24,637,665)	$ (24,636,899)
Balance (in Shares) at Sep. 30, 2021		752,000	6,900,000
[1]	Restated, see Note 2.

Statement of Cash Flows (Unaudi

Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (14,177,756)	$ (479)
Accretion of interest on debt securities held in Trust Account	(37,594)
Change in fair value of warrant liability	13,236,294
Prepaid assets	170,833
Accounts payable and accrued expenses	71,583	479
Net cash used in operating activities	(736,640)
Cash flows from investing activities:
Purchase of marketable securities	(1,104,070,313)
Maturity of marketable securities	1,104,070,313
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from initial stockholders		25,000
Net cash provided by financing activities		25,000
Net change in cash	(736,640)	25,000
Cash, beginning of the period	1,082,101
Cash, end of period	$ 345,461	$ 25,000

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 – Organization and Business Operations Organization and General Concord Acquisition Corp (the “Company”) is a blank check company incorporated as a Delaware corporation on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the Initial Public Offering (as defined below), and activities related to seeking an acquisition target. 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 cash and cash equivalents from the proceeds derived from the initial public offering, and non-operating income or expense from the changes in the fair value of warrant liabilities. The Company’s sponsor is Concord Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 7, 2020 (the “Effective Date”). On December 10, 2020, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “public shares”), including the issuance of 3,600,000 Units as a result of the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the private placement of 510,289 units to the Sponsor and 241,711 units to CA Co-Investment LLC (an affiliate of one of the underwriters of the IPO) (“CA Co-Investment”) (together, the “Private Units”), each at a price of $10.00 per Private Unit, generating total proceeds of $7,520,000, which is described in Note 4. Trust Account Following the closing of the IPO, an aggregate of $10.00 per Unit sold in the IPO was held in a trust account (“Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a) (16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO or any Extension Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the IPO or any Extension Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months (or 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the 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, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that, in general, it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Business Combination Agreement with Circle Internet Financial Limited On July 7, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Circle Internet Financial Limited, a private company limited by shares incorporated in Ireland (the “Circle”), Circle Acquisition Public Limited Company, a public company limited by shares incorporated in Ireland (“Topco”), and Topco (Ireland) Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Topco agreed to combine with the Company in a business combination that will result in each of the Company and Circle becoming a wholly-owned subsidiary of Topco. The business combination is comprised of two separate transactions (collectively, the “Proposed Transactions”): (a) Pursuant to an Irish law court-approved scheme of arrangement (the “Scheme”), Circle’s shareholders will transfer their holdings of shares in the capital of Circle to Topco in exchange for the issuance of new shares in Topco, with the result that, at the effective time of the Scheme, Circle will become a wholly-owned subsidiary of Topco; and (b) On the first business day following the Scheme effective time, subject to the conditions of the Business Combination Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Topco. Pursuant to the Scheme, at the Scheme effective time, each holder of shares of any class in the capital of Circle appearing in the register of members of the Company at the Scheme record time (“Scheme Shares”) will transfer all of his, her or its Scheme Shares to Topco in exchange for the allotment and issuance by Topco of that number of Topco Ordinary Shares comprising that Scheme shareholder’s pro rata portion of an amount of Topco Ordinary Shares equal to the Company Equity Value (as defined below) divided by $10.00 and rounded down to the nearest whole number of Topco Ordinary Shares (collectively, the “Scheme Consideration”). The “Company Equity Value” means $4,500,000,000 plus (i) the aggregate amount of the net proceeds of any equity or convertible debt issued by the Company after March 6, 2021, minus (ii) any indebtedness of the Company that will not convert into equity in connection with the Proposed Transactions. At the effective time of the Merger: (a) each share of the Company’s Class A common stock and each share of the Company’s Class B common stock (other than shares held by the Company as treasury stock or owned by the Company immediately prior to the Merger effective time) issued and outstanding immediately prior to the Merger effective time will be cancelled and automatically converted into and become the right to receive one Topco Ordinary Share (the “Merger Consideration”); and (b) each of the Company’s Warrants that is outstanding immediately prior to the Merger effective time will be converted in accordance with the terms of the Concord Warrant Agreement into a Topco Warrant on substantially the same terms as were in effect immediately prior to the Merger effective time under the terms of the Concord Warrant Agreement. Private Placement and Subscription Agreements In connection with the execution of the Business Combination Agreement, effective as of July 7, 2021, the Company and Topco entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to subscribe for and purchase from, and the Company agreed to sell and issue to the Subscribers, shares of the Company’s Class A Common Stock, which will subsequently be cancelled and automatically converted into and become the right to receive Topco Ordinary Shares pursuant to the Merger (collectively, the “PIPE Shares”), for a purchase price of $10.00 per share, in a private placement (the “PIPE”). In the aggregate, the Subscribers have committed to subscribe for and purchase $415 million of PIPE Shares. At Circle’s option, a portion of the Subscribers’ obligations to subscribe for PIPE Shares, not to exceed $40 million in the aggregate, may be replaced with agreements of the Subscribers to purchase an equivalent number of Topco Ordinary Shares from holders of Topco Ordinary Shares identified by Circle, to be consummated as soon as practicable following the Closing. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon customary closing conditions, and is to close two business days immediately prior to the closing of the Merger. The proceeds from the PIPE shares will be deposited in an escrow account for use in the Business Combination. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Proposed Transactions and to meet the minimum cash requirements and net tangible book value provided in the Business Combination Agreement. Pursuant to the Subscription Agreements, the Company and Topco agreed that, within 30 calendar days after the Closing, Topco will file with the SEC (at Topco’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and Topco will use its commercially reasonable efforts to have the resale registration statement declared effective as soon as practicable after the filing thereof, subject to certain conditions. Each Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the Subscription Agreement, (iii) if any of the conditions to the closing set forth in the Subscription Agreement are not satisfied or waived upon or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing or (iv) at the election of the Subscriber, if the Closing has not occurred by the date that is 270 days after the date of the Business Combination Agreement (or 30 days thereafter if the Outside Date is extended as described above). Liquidity and Capital Resources As of September 30, 2021, we had cash of $345,461 held outside of the Trust Account and available for working capital purposes. The Company does not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing prior to the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Revision Of Previously Issued Financial Statements	Note 2 – Restatement Of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001, pursuant to the Company’s governing documents. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient public shares that do not redeem at the merger. As such, the Company had determined that it was appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” In light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination. Further, management also determined that in the Company’s previously issued financial statements, prepaid expenses shown on the Balance Sheet were not properly allocated between current and non-current based on the timing of when the prepaid expenses would be utilized. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. Previously presented financial statements impacted by the issue noted above are the December 10, 2020 Balance Sheet included in the Company’s Form 8-K, as filed with the SEC on December 16, 2020, the March 31, 2021, and June 30, 2021 quarterly financial statements included in the Company’s Form 10-Qs, as filed with the SEC on May 24, 2021 and August 10, 2021, respectively, and the December 31, 2020 annual financial statements included in the Company’s Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on May 19, 2021. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods presented in this Quarterly Report as shown below. The impact to the financial statements follows: As Reported Restatement Adjustment As Restated Balance Sheet as of December 10, 2020 Common Stock subject to possible redemption $ 260,511,240 $ 15,488,760 $ 276,000,000 Class A common stock, $0.0001 par value $ 231 $ (155 ) $ 76 Additional paid-in capital $ 5,254,677 $ (5,254,677 ) $ - Accumulated deficit $ (255,597 ) $ (10,233,928 ) $ (10,489,525 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (15,488,760 ) $ (10,488,759 ) Number of shares of common stock subject to redemption 26,051,124 1,548,876 27,600,000 Class A common stock 2,300,876 (1,548,876 ) 752,000 As Reported Restatement Adjustment As Restated Balance Sheet as of December 31, 2020 Common Stock subject to possible redemption $ 260,540,850 $ 15,459,150 $ 276,000,000 Class A common stock, $0.0001 par value $ 231 $ (155 ) $ 76 Additional paid-in capital $ 5,230,067 $ (5,230,067 ) $ - Accumulated deficit $ (230,981 ) $ (10,228,928 ) $ (10,459,909 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (15,459,150 ) $ (10,459,143 ) Number of shares of common stock subject to redemption 26,054,085 1,545,915 27,600,000 Class A common stock 2,297,915 (1,545,915 ) 752,000 As Reported Restatement Adjustment As Restated Statement of Operations for the period from August 20, 2020 (inception) through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 4,113,335 23,486,665 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 6,505,401 1,146,599 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.04 ) $ 0.03 $ (0.01 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.01 ) $ (0.01 ) As Reported Restatement Adjustment As Restated Statement of Changes in Stockholders’ Equity for the period from August 20, 2020 (inception) through December 31, 2020 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares 28,352,000 (27,600,000 ) 752,000 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount $ 2,835 $ (2,759 ) $ 76 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital $ 271,465,561 $ (263,945,637 ) $ 7,519,924 Class A common stock subject to possible redemption Shares (26,054,085 ) 26,054,085 - Class A common stock subject to possible redemption Amount $ (2,604 ) $ 2,604 $ - Class A common stock subject to possible redemption Additional Paid-in Capital $ (260,538,246 ) $ 260,538,246 $ - Class A common stock Shares (Balance as of December 31, 2020) 2,297,915 (1,545,915 ) 752,000 Class A common stock Amount (Balance as of December 31, 2020) $ 231 $ (155 ) $ 76 Additional paid-in-capital (Balance as of December 31, 2020) $ 5,230,067 $ (5,230,067 ) $ - Accumulated deficit (Balance as of December 31, 2020) $ (230,981 ) $ (10,228,928 ) $ (10,459,909 ) Total stockholders’ equity (deficit) (Balance as of December 31, 2020) $ 5,000,007 $ (15,459,150 ) $ (10,459,143 ) As Reported Restatement Adjustment As Restated Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 Supplemental disclosure of cash flow information: Initial value of Class A common stock subject to possible redemption $ 260,511,240 $ 15,488,760 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 29,610 $ (29,610 ) $ - Year-end value of common stock subject to possible conversion $ 260,540,850 $ 15,459,150 $ 276,000,000 As Reported Restatement Adjustment As Restated Unaudited Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 259,529,620 $ 16,470,380 $ 276,000,000 Class A common stock, $0.0001 par value $ 241 $ (165 ) $ 76 Additional paid-in capital 6,241,287 (6,241,287 ) - Accumulated deficit (1,242,212 ) (10,228,928 ) (11,471,140 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (16,470,380 ) $ (11,470,374 ) Number of shares of Class A common stock subject to redemption 25,952,962 1,647,038 27,600,000 Class A common stock 2,399,038 (1,647,038 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Operations for the three months ended March, 31, 2021 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 26,054,085 1,545,915 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 9,194,954 (1,542,954 ) 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.11 ) $ 0.08 $ (0.03 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.03 ) $ (0.03 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Change in Class A common stock subject to possible redemption Shares 101,123 (101,123 ) - Change in Class A common stock subject to possible redemption Amount $ 10 $ (10 ) $ - Change in Class A common stock subject to possible redemption Additional Paid in Capital $ 1,011,220 $ (1,011,220 ) $ - Class A common stock Shares (Balance as of March 31, 2021) 2,399,038 (1,647,038 ) 752,000 Class A common stock Amount (Balance as of March 31, 2021) $ 241 $ (165 ) $ 76 Additional paid-in Capital (Balance as of March 31, 2021) $ 6,241,287 $ (6,241,287 ) $ - Accumulated deficit (Balance as of March 31, 2021) $ (1,242,212 ) $ (10,228,928 ) $ (11,471,140 ) Total stockholders’ equity (deficit) (Balance as of March 31, 2021) $ 5,000,006 $ (16,470,380 ) $ (11,470,374 ) Class A common stock – Shares (Balance as of March 31, 2021) 2,399,038 (1,647,038 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Supplemental disclosure of cash flow information: Change in value of Class A common stock subject to possible redemption $ (1,011,230 ) $ 1,011,230 $ - As Reported Restatement Adjustment As Restated Unaudited Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 257,719,061 $ 18,280,939 $ 276,000,000 Class A common stock, $0.0001 par value $ 259 $ (183 ) $ 76 Additional paid-in capital $ 8,051,828 $ (8,051,828 ) $ - Accumulated deficit $ (3,052,774 ) $ (10,228,929 ) $ (13,281,703 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (18,280,940 ) $ (13,280,937 ) Number of shares of common stock subject to redemption 25,771,906 1,828,094 27,600,000 Class A common stock 2,580,094 (1,824,094 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Operations for the three months ended June, 30, 2021 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 25,952,962 1,647,038 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 9,299,038 (1,647,038 ) 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.19 ) $ 0.14 $ (0.05 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.05 ) $ (0.05 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 26,002,962 1,597,038 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 9,249,038 (1,597,038 ) 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.31 ) $ 0.23 $ (0.08) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.07 ) $ (0.07 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Changes in Stockholders’ Equity For the Six Months Ended June 30, 2021 Change in Class A common stock subject to possible redemption Shares 282,179 (282,179 ) - Change in Class A common stock subject to possible redemption Amount $ 28 $ (28 ) $ - Change in Class A common stock subject to possible redemption Additional Paid-in Capital $ 2,821,761 $ (2,821,761 ) $ - Class A common stock Shares (Balance as of June 30, 2021) 2,580,094 (1,828,094 ) 752,000 Class A common stock Amount (Balance as of June 30, 2021) $ 259 $ (183 ) $ 76 Additional paid-in Capital (Balance as of June 30, 2021) $ 8,051,828 $ (8,051,828 ) $ - Accumulated deficit (Balance as of June 30, 2021) $ (3,052,774 ) $ (10,228,929 ) $ (13,281,703 ) Total stockholders’ equity (deficit) (Balance as of June 30, 2021) $ 5,000,003 $ (18,280,940 ) $ (13,280,937 ) Class A common stock – Shares (Balance as of June 30, 2021) 2,580,094 (1,828,094 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Changes in Stockholders’ Equity For the Three Months Ended June 30, 2021 Change in Class A common stock subject to possible redemption Shares 181,056 (181,056 ) - Change in Class A common stock subject to possible redemption Amount $ 18 $ (18 ) $ - Change in Class A common stock subject to possible $ 1,810,541 $ (1,810,541 ) $ - Class A common stock Shares (Balance as of June 30, 2021) 2,580,094 (1,828,094 ) 752,000 Class A common stock Amount (Balance as of June 30, 2021) $ 259 $ (183 ) $ 76 Additional paid-in Capital (Balance as of June 30, 2021) $ 8,051,828 $ (8,051,828 ) $ - Accumulated deficit (Balance as of June 30, 2021) $ (3,052,774 ) $ (10,228,929 ) $ (13,281,703 ) Total stockholders’ equity (deficit) (Balance as of June 30, 2021) $ 5,000,003 $ (18,280,940 ) $ (13,280,937 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Supplemental disclosure of cash flow information: Change in value of Class A common stock subject to possible redemption $ (2,821,789 ) $ 2,821,789 $ -

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 20, 2021, which contains the audited financial statements and notes thereto. The accompanying balance sheet as of December 31, 2020, as previously reported (see Note 2) has been derived from those audited financial statements. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Certain prior period information has been reclassified to conform to current period presentation. Such reclassifications had no impact on prior year net loss, total assets, total liabilities, or stockholder’s deficit. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, the Company’s trust account balance of $276,043,536 consisted of investments in a money market fund classified as cash equivalents within trust assets on the condensed balance sheets. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Shares of Class A common stock sold in the Private Placement discussed in Note 5 do not have such redemption rights and as such are classified within stockholders’ equity on the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 maintained a full valuation allowance against its net deferred tax assets in both periods which caused the statutory federal income tax rate of 21% to differ from the Company’s effective tax rate of 0%. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,176,000 Class A common stock at $11.50 per share were issued on December 7, 2020. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. For the three For the nine Class A Class A and Class A Class A and Basic and diluted net loss per share Numerator: Allocation of net loss $ (9,084,770 ) $ (2,271,193 ) $ (11,342,205 ) $ (2,835,551 ) Denominator Weighted-average shares outstanding 27,600,000 7,652,000 27,600,000 7,652,000 Basic and diluted net loss per share $ (0.32 ) $ (0.32 ) $ (0.40 ) $ (0.40 ) For the Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (479 ) Denominator Weighted-average shares outstanding 6,900,000 Basic and diluted net loss per share $ (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 provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 – Initial Public Offering Pursuant to the IPO, the Company sold 27,600,000 Units, at a purchase price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants Each whole warrant (both public and private) entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The private placement warrants issued to CA Co-Investment will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8). The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is sent to the warrant agent. In addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the Class A common stock for such purposes shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to 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).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 – Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 510,289 Private Units (including 48,858 Private Units as a result of the exercise in full of the underwriters’ over-allotment option) and CA Co-Investment purchased an aggregate of 241,711 Private Units (including 23,142 Private Units as a result of the exercise in full of the underwriters’ over-allotment option), at a price of $10.00 per Private Unit, for an aggregate purchase price of $7,520,000. Each Private Unit consists of one share of the Class A common stock and one-half of one redeemable warrant. The private placement units are identical to the public units, except that the private placement units (including the underlying securities) are subject to certain transfer restrictions and the holders hereof are entitled to certain registration rights, as described herein, and the underlying warrants: (1) will not be redeemable by us so long as they are held by our sponsors or their permitted transferees; (2) may be exercised by the holders on a cashless basis; and (3) with respect to private placement warrants held by CA Co-Investment, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). A portion of the proceeds from the Private Units were added to the net proceeds from the IPO held in the Trust Account. The Company’s initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 18 months (or 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete its initial Business Combination within 18 months (or 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the IPO. In addition, the Company’s initial stockholders, officers and directors have agreed to vote any Founder Shares, private placement shares and any public shares in favor of the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions Founder Shares In September 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. The Sponsor and CA Co-Investment purchased 5,675,000 and 1,437,500 of the Founder Shares, respectively, and each of the Company’s three independent director nominees purchased 25,000 of the Founder Shares. On December 2, 2020, the Sponsor forfeited 1,150,000 Founder Shares and CA Co-Investment forfeited 287,500 Founder Shares, such that the initial stockholders owned an aggregate of 5,750,000 Founder Shares. On December 7, 2020, the Company effected a stock dividend of 1,150,000 shares with respect to the Company’s Class B common stock, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding common stocks after the IPO. On December 10, 2020, the underwriters fully exercised their over-allotment option, such that the 900,000 Founder Shares are no longer subject to forfeiture. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the initial stockholders, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination, (B) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units issued to sponsors. At September 30, 2021, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company will have up to 18 months from December 10, 2020 to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may, by resolution of its board of directors if requested by the Sponsor, extend the period of time to consummate a Business Combination one time, by an additional six months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below (an “Extension Period”). The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on December 7, 2020, in order for the time available for the Company to consummate its initial Business Combination to be extended for such six-month period, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the 18-month deadline, must deposit into the Trust Account $2,760,000 ($0.10 per unit sold in the IPO) on or prior to the date of the applicable deadline, for the six-month extension. Any such payment would be made in the form of a non-interest bearing loan. Such loan may be converted into units at the price of $10.00 per unit at the option of the lender at the time of the Business Combination. The units would be identical to the Private Units issued to the Company’s Sponsors. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. Administrative Support Agreement The Company has agreed to pay an affiliate of its Sponsor, commencing on the date of the closing of the IPO, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company expensed an aggregate of $30,000 and $90,000, respectively, to an affiliate of the Sponsor under this agreement which is expensed to operating costs on the condensed statements of operations. In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of September 30, 2021 and December 31, 2020, the Company had an outstanding balance due to the affiliate of the Sponsor of $2,984 and $0, respectively. The amount is included in accounts payable and accrued expenses on the condensed balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Recurring Fair Value Measurements [Abstract]
Recurring Fair Value Measurements	Note 7 – Recurring Fair Value Measurements At September 30, 2021 and December 31, 2020, the Company’s warrant liabilities were valued at $25,148,936 and $11,912,642, respectively. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. All of the Company’s trust assets on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants is based on a lattice valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy at September 30, 2021. During the nine months ended September 30, 2021 the Public Warrants were reclassified from a Level 3 to a Level 1 classification. The following tables presents fair value information as of September 30, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2021 Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market Funds $ 276,043,536 $ - $ - Liabilities Public Warrants $ 24,426,000 $ - $ - Private Warrants $ - $ - $ 722,936 December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market Funds $ 10,695 $ - $ - Investments held in Trust Account—U.S. Treasury $ 275,997,240 $ - $ - Liabilities Public Warrants $ - $ - $ 11,593,380 Private Warrants $ - $ - $ 319,262 Measurement The Company used a lattice valuation model to value the Private Warrants as of September 30, 2021 and December 31, 2020. The key inputs into the lattice valuation model used to value the private warrants were as follows at September 30, 2021 and at December 31, 2020. Input September 30, December 31, Common stock price $ 10.08 $ 9.58 Expected term (years) 5.19 5.94 Risk-free rate of interest 1.05 % 0.5 % Expected volatility 24.52 % 15.1 % Exercise price $ 11.50 $ 11.50 Warrant Price $ 1.92 $ 0.85 The Company used a modified Black Scholes valuation model to value the public warrants as of December 31, 2020. As of September 30, 2021, the public warrants had market prices which were used to value the warrant liability. The key inputs into the modified Black Scholes valuation model used to value the public warrants were as follows at December 31, 2020. Input December 31, Common stock price $ 9.58 Expected term (years) 5.94 Risk-free rate of interest 0.5 % Expected volatility 15.0 % Exercise price $ 11.50 Warrant Price $ 0.84 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our warrants classified as Level 3: Fair value at December 31, 2020 – public and private warrants $ 11,912,642 Public Warrants reclassified to level 1 (12,420,000 ) Change in fair value 1,230,294 Fair Value at September 30, 2021 – private warrants $ 722,936

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 8 – Commitments Registration Rights The holders of the Founder Shares, Private Units, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans or the Extension Loan have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement entered into in connection with the consummation of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Business Combination Marketing Agreement The Company has engaged the underwriters as advisors in connection with business combinations to assist the Company in holding meetings with its stockholders to discuss the potential business combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the securities in connection with the potential business combination, assist the Company in obtaining stockholder approval for the business combination and assist with its press releases and public filings in connection with the business combination. The Company will pay the underwriters a fee (the “Marketing Fee”) for such services upon the consummation of an initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, or $9,660,000.

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 9 – Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the shares of Class A common stock underlying the Private Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 –Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On November 2, 2021, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note as of the date which these unaudited condensed financial statements were issued.

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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 20, 2021, which contains the audited financial statements and notes thereto. The accompanying balance sheet as of December 31, 2020, as previously reported (see Note 2) has been derived from those audited financial statements. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, the Company’s trust account balance of $276,043,536 consisted of investments in a money market fund classified as cash equivalents within trust assets on the condensed balance sheets. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
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 Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Warrant Liability	Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations.
Fair Value Measurements	Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Shares of Class A common stock sold in the Private Placement discussed in Note 5 do not have such redemption rights and as such are classified within stockholders’ equity on the Company’s balance sheet.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 maintained a full valuation allowance against its net deferred tax assets in both periods which caused the statutory federal income tax rate of 21% to differ from the Company’s effective tax rate of 0%. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Common Share	Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,176,000 Class A common stock at $11.50 per share were issued on December 7, 2020. No warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants would be anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. For the three For the nine Class A Class A and Class A Class A and Basic and diluted net loss per share Numerator: Allocation of net loss $ (9,084,770 ) $ (2,271,193 ) $ (11,342,205 ) $ (2,835,551 ) Denominator Weighted-average shares outstanding 27,600,000 7,652,000 27,600,000 7,652,000 Basic and diluted net loss per share $ (0.32 ) $ (0.32 ) $ (0.40 ) $ (0.40 ) For the Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (479 ) Denominator Weighted-average shares outstanding 6,900,000 Basic and diluted net loss per share $ (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 provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Schedule of unaudited statement of changes in stockholders' equity	As Reported Restatement Adjustment As Restated Balance Sheet as of December 10, 2020 Common Stock subject to possible redemption $ 260,511,240 $ 15,488,760 $ 276,000,000 Class A common stock, $0.0001 par value $ 231 $ (155 ) $ 76 Additional paid-in capital $ 5,254,677 $ (5,254,677 ) $ - Accumulated deficit $ (255,597 ) $ (10,233,928 ) $ (10,489,525 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (15,488,760 ) $ (10,488,759 ) Number of shares of common stock subject to redemption 26,051,124 1,548,876 27,600,000 Class A common stock 2,300,876 (1,548,876 ) 752,000 As Reported Restatement Adjustment As Restated Balance Sheet as of December 31, 2020 Common Stock subject to possible redemption $ 260,540,850 $ 15,459,150 $ 276,000,000 Class A common stock, $0.0001 par value $ 231 $ (155 ) $ 76 Additional paid-in capital $ 5,230,067 $ (5,230,067 ) $ - Accumulated deficit $ (230,981 ) $ (10,228,928 ) $ (10,459,909 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (15,459,150 ) $ (10,459,143 ) Number of shares of common stock subject to redemption 26,054,085 1,545,915 27,600,000 Class A common stock 2,297,915 (1,545,915 ) 752,000 As Reported Restatement Adjustment As Restated Statement of Operations for the period from August 20, 2020 (inception) through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 4,113,335 23,486,665 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 6,505,401 1,146,599 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.04 ) $ 0.03 $ (0.01 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.01 ) $ (0.01 ) As Reported Restatement Adjustment As Restated Statement of Changes in Stockholders’ Equity for the period from August 20, 2020 (inception) through December 31, 2020 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares 28,352,000 (27,600,000 ) 752,000 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount $ 2,835 $ (2,759 ) $ 76 Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital $ 271,465,561 $ (263,945,637 ) $ 7,519,924 Class A common stock subject to possible redemption Shares (26,054,085 ) 26,054,085 - Class A common stock subject to possible redemption Amount $ (2,604 ) $ 2,604 $ - Class A common stock subject to possible redemption Additional Paid-in Capital $ (260,538,246 ) $ 260,538,246 $ - Class A common stock Shares (Balance as of December 31, 2020) 2,297,915 (1,545,915 ) 752,000 Class A common stock Amount (Balance as of December 31, 2020) $ 231 $ (155 ) $ 76 Additional paid-in-capital (Balance as of December 31, 2020) $ 5,230,067 $ (5,230,067 ) $ - Accumulated deficit (Balance as of December 31, 2020) $ (230,981 ) $ (10,228,928 ) $ (10,459,909 ) Total stockholders’ equity (deficit) (Balance as of December 31, 2020) $ 5,000,007 $ (15,459,150 ) $ (10,459,143 ) As Reported Restatement Adjustment As Restated Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020 Supplemental disclosure of cash flow information: Initial value of Class A common stock subject to possible redemption $ 260,511,240 $ 15,488,760 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 29,610 $ (29,610 ) $ - Year-end value of common stock subject to possible conversion $ 260,540,850 $ 15,459,150 $ 276,000,000 As Reported Restatement Adjustment As Restated Unaudited Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 259,529,620 $ 16,470,380 $ 276,000,000 Class A common stock, $0.0001 par value $ 241 $ (165 ) $ 76 Additional paid-in capital 6,241,287 (6,241,287 ) - Accumulated deficit (1,242,212 ) (10,228,928 ) (11,471,140 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (16,470,380 ) $ (11,470,374 ) Number of shares of Class A common stock subject to redemption 25,952,962 1,647,038 27,600,000 Class A common stock 2,399,038 (1,647,038 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Operations for the three months ended March, 31, 2021 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 26,054,085 1,545,915 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 9,194,954 (1,542,954 ) 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.11 ) $ 0.08 $ (0.03 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.03 ) $ (0.03 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Change in Class A common stock subject to possible redemption Shares 101,123 (101,123 ) - Change in Class A common stock subject to possible redemption Amount $ 10 $ (10 ) $ - Change in Class A common stock subject to possible redemption Additional Paid in Capital $ 1,011,220 $ (1,011,220 ) $ - Class A common stock Shares (Balance as of March 31, 2021) 2,399,038 (1,647,038 ) 752,000 Class A common stock Amount (Balance as of March 31, 2021) $ 241 $ (165 ) $ 76 Additional paid-in Capital (Balance as of March 31, 2021) $ 6,241,287 $ (6,241,287 ) $ - Accumulated deficit (Balance as of March 31, 2021) $ (1,242,212 ) $ (10,228,928 ) $ (11,471,140 ) Total stockholders’ equity (deficit) (Balance as of March 31, 2021) $ 5,000,006 $ (16,470,380 ) $ (11,470,374 ) Class A common stock – Shares (Balance as of March 31, 2021) 2,399,038 (1,647,038 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Supplemental disclosure of cash flow information: Change in value of Class A common stock subject to possible redemption $ (1,011,230 ) $ 1,011,230 $ - As Reported Restatement Adjustment As Restated Unaudited Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 257,719,061 $ 18,280,939 $ 276,000,000 Class A common stock, $0.0001 par value $ 259 $ (183 ) $ 76 Additional paid-in capital $ 8,051,828 $ (8,051,828 ) $ - Accumulated deficit $ (3,052,774 ) $ (10,228,929 ) $ (13,281,703 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (18,280,940 ) $ (13,280,937 ) Number of shares of common stock subject to redemption 25,771,906 1,828,094 27,600,000 Class A common stock 2,580,094 (1,824,094 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Operations for the three months ended June, 30, 2021 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 25,952,962 1,647,038 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 9,299,038 (1,647,038 ) 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.19 ) $ 0.14 $ (0.05 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.05 ) $ (0.05 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption 26,002,962 1,597,038 27,600,000 Basic and diluted weighted average shares outstanding, Class A and Class B common stock 9,249,038 (1,597,038 ) 7,652,000 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.31 ) $ 0.23 $ (0.08) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock $ - $ (0.07 ) $ (0.07 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Changes in Stockholders’ Equity For the Six Months Ended June 30, 2021 Change in Class A common stock subject to possible redemption Shares 282,179 (282,179 ) - Change in Class A common stock subject to possible redemption Amount $ 28 $ (28 ) $ - Change in Class A common stock subject to possible redemption Additional Paid-in Capital $ 2,821,761 $ (2,821,761 ) $ - Class A common stock Shares (Balance as of June 30, 2021) 2,580,094 (1,828,094 ) 752,000 Class A common stock Amount (Balance as of June 30, 2021) $ 259 $ (183 ) $ 76 Additional paid-in Capital (Balance as of June 30, 2021) $ 8,051,828 $ (8,051,828 ) $ - Accumulated deficit (Balance as of June 30, 2021) $ (3,052,774 ) $ (10,228,929 ) $ (13,281,703 ) Total stockholders’ equity (deficit) (Balance as of June 30, 2021) $ 5,000,003 $ (18,280,940 ) $ (13,280,937 ) Class A common stock – Shares (Balance as of June 30, 2021) 2,580,094 (1,828,094 ) 752,000 As Reported Restatement Adjustment As Restated Unaudited Statement of Changes in Stockholders’ Equity For the Three Months Ended June 30, 2021 Change in Class A common stock subject to possible redemption Shares 181,056 (181,056 ) - Change in Class A common stock subject to possible redemption Amount $ 18 $ (18 ) $ - Change in Class A common stock subject to possible $ 1,810,541 $ (1,810,541 ) $ - Class A common stock Shares (Balance as of June 30, 2021) 2,580,094 (1,828,094 ) 752,000 Class A common stock Amount (Balance as of June 30, 2021) $ 259 $ (183 ) $ 76 Additional paid-in Capital (Balance as of June 30, 2021) $ 8,051,828 $ (8,051,828 ) $ - Accumulated deficit (Balance as of June 30, 2021) $ (3,052,774 ) $ (10,228,929 ) $ (13,281,703 ) Total stockholders’ equity (deficit) (Balance as of June 30, 2021) $ 5,000,003 $ (18,280,940 ) $ (13,280,937 ) As Reported Restatement Adjustment As Restated Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Supplemental disclosure of cash flow information: Change in value of Class A common stock subject to possible redemption $ (2,821,789 ) $ 2,821,789 $ -

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income per share	For the three For the nine Class A Class A and Class A Class A and Basic and diluted net loss per share Numerator: Allocation of net loss $ (9,084,770 ) $ (2,271,193 ) $ (11,342,205 ) $ (2,835,551 ) Denominator Weighted-average shares outstanding 27,600,000 7,652,000 27,600,000 7,652,000 Basic and diluted net loss per share $ (0.32 ) $ (0.32 ) $ (0.40 ) $ (0.40 ) For the Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (479 ) Denominator Weighted-average shares outstanding 6,900,000 Basic and diluted net loss per share $ (0.00 )

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Recurring Fair Value Measurements [Abstract]
Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques	Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market Funds $ 276,043,536 $ - $ - Liabilities Public Warrants $ 24,426,000 $ - $ - Private Warrants $ - $ - $ 722,936 December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market Funds $ 10,695 $ - $ - Investments held in Trust Account—U.S. Treasury $ 275,997,240 $ - $ - Liabilities Public Warrants $ - $ - $ 11,593,380 Private Warrants $ - $ - $ 319,262
Schedule of inputs into the modified black-scholes model	Input September 30, December 31, Common stock price $ 10.08 $ 9.58 Expected term (years) 5.19 5.94 Risk-free rate of interest 1.05 % 0.5 % Expected volatility 24.52 % 15.1 % Exercise price $ 11.50 $ 11.50 Warrant Price $ 1.92 $ 0.85 Input December 31, Common stock price $ 9.58 Expected term (years) 5.94 Risk-free rate of interest 0.5 % Expected volatility 15.0 % Exercise price $ 11.50 Warrant Price $ 0.84
Schedule of changes in fair value	Fair value at December 31, 2020 – public and private warrants $ 11,912,642 Public Warrants reclassified to level 1 (12,420,000 ) Change in fair value 1,230,294 Fair Value at September 30, 2021 – private warrants $ 722,936

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Dec. 10, 2020	Sep. 30, 2021	Jul. 07, 2021
Organization and Business Operations (Details) [Line Items]
Trust account per share (in Dollars per share)		$ 10
Business combination redeem percentage		100.00%
Fair market value percentage		80.00%
Business acquisition voting interests		50.00%
Aggregate per unit sold (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001
Dissolution expenses		$ 100,000
Trust account, description		The Company’s Sponsor has agreed that, in general, it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Per share of topco ordinary shares (in Dollars per share)		$ 10
Net proceeds of company equity value		$ 4,500,000,000
Purchase price of per share (in Dollars per share)			$ 10
Aggregate value of purchase			$ 415,000,000
Aggregate value of PIPE Shares			$ 40,000,000
CA Co-Investment LLC [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)		241,711
Trust Account [Member]
Organization and Business Operations (Details) [Line Items]
Cash for working capital purpose		$ 345,461
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	27,600,000
Price per unit (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 276,000,000
Over-Allotment Option [Member] | Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)		510,289
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10
Class A Common Stock [Member] | IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	3,600,000
Class A Common Stock [Member] | Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)		7,520,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Classified as permanent equity	$ 5,000,000
Net tangible assets	5,000,001
Redemption [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Stockholders' equity	$ 5,000,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Dec. 10, 2020	Jun. 30, 2020	Mar. 31, 2020
As Reported [Member]
Balance Sheet as of December 10, 2020
Common Stock subject to possible redemption (in Shares)			260,540,850		260,511,240	257,719,061	259,529,620
Class A common stock, $0.0001 par value			$ 231		$ 231	$ 259	$ 241
Additional paid-in capital	$ 8,051,828	$ 6,241,287	5,230,067	$ 8,051,828	5,254,677	8,051,828	6,241,287
Accumulated deficit	(3,052,774)	(1,242,212)	(230,981)	(3,052,774)	(255,597)	(3,052,774)	(1,242,212)
Total stockholders’ equity (deficit)	$ 5,000,003	$ 5,000,006	$ 5,000,007	$ 5,000,003	$ 5,000,001	$ 5,000,003	$ 5,000,006
Number of shares of common stock subject to redemption (in Shares)			26,054,085		26,051,124	25,771,906	25,952,962
Class A common stock (in Shares)			2,297,915		2,300,876	2,580,094	2,399,038
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)			4,113,335
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)			6,505,401
Basic and diluted net income (loss) per share (in Dollars per share)			$ (0.04)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	26,002,962
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	9,249,038
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)	$ (0.31)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares (in Shares)			28,352,000
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount			$ 2,835
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital			$ 271,465,561
Class A common stock subject to possible redemption Shares (in Shares)	181,056	101,123	(26,054,085)	282,179
Change in Class A common stock subject to possible redemption Amount	$ 18	$ 10		$ 28
Class A common stock subject to possible redemption Amount			$ (2,604)
Class A common stock subject to possible redemption Additional Paid-in Capital	1,810,541	1,011,220	(260,538,246)	2,821,761
Class A common stock Shares	2,580,094	2,399,038	2,297,915	2,580,094
Class A common stock Amount	$ 259	$ 241	231	$ 259
Class A common stock – Shares (in Shares)	2,580,094	2,399,038		2,580,094
Initial value of Class A common stock subject to possible redemption			260,511,240
Change in value of Class A common stock subject to possible redemption		$ (1,011,230)	29,610	$ (2,821,789)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	25,952,962
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	9,299,038
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)	$ (0.19)
Year-end value of common stock subject to possible conversion			$ 260,540,850
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)		26,054,085
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)		9,194,954
Basic and diluted net income (loss) per share (in Dollars per share)		$ (0.11)
Restatement Adjustment [Member]
Balance Sheet as of December 10, 2020
Common Stock subject to possible redemption (in Shares)			15,459,150		15,488,760	18,280,939	16,470,380
Class A common stock, $0.0001 par value			$ (155)		$ (155)	$ (183)	$ (165)
Additional paid-in capital	$ (8,051,828)	$ (6,241,287)	(5,230,067)	(8,051,828)	(5,254,677)	(8,051,828)	(6,241,287)
Accumulated deficit	(10,228,929)	(10,228,928)	(10,228,928)	(10,228,929)	(10,233,928)	(10,228,929)	(10,228,928)
Total stockholders’ equity (deficit)	$ (18,280,940)	$ (16,470,380)	$ (15,459,150)	$ (18,280,940)	$ (15,488,760)	$ (18,280,940)	$ (16,470,380)
Number of shares of common stock subject to redemption (in Shares)			1,545,915		1,548,876	1,828,094	1,647,038
Class A common stock (in Shares)			(1,545,915)		(1,548,876)	(1,824,094)	(1,647,038)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)			23,486,665
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)			1,146,599
Basic and diluted net income (loss) per share (in Dollars per share)			$ 0.03
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (0.05)		$ (0.01)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	1,597,038
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	(1,597,038)
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)	$ 0.23
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares (in Shares)			(27,600,000)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount			$ (2,759)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital			$ (263,945,637)
Class A common stock subject to possible redemption Shares (in Shares)	(181,056)	(101,123)	26,054,085	(282,179)
Change in Class A common stock subject to possible redemption Amount	$ (18)	$ (10)		$ (28)
Class A common stock subject to possible redemption Amount			$ 2,604
Class A common stock subject to possible redemption Additional Paid-in Capital	(1,810,541)	(1,011,220)	260,538,246	(2,821,761)
Class A common stock Shares	(1,828,094)	(1,647,038)	(1,545,915)	(1,828,094)
Class A common stock Amount	$ (183)	$ (165)	(155)	$ (183)
Class A common stock – Shares (in Shares)	(1,828,094)	(1,647,038)		(1,828,094)
Initial value of Class A common stock subject to possible redemption			15,488,760
Change in value of Class A common stock subject to possible redemption		$ 1,011,230	(29,610)	$ 2,821,789
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	1,647,038
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	(1,647,038)
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)	$ 0.14
Year-end value of common stock subject to possible conversion			$ 15,459,150
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)		1,545,915
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)		(1,542,954)
Basic and diluted net income (loss) per share (in Dollars per share)		$ 0.08
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (0.07)	$ (0.03)
As Restated [Member]
Balance Sheet as of December 10, 2020
Common Stock subject to possible redemption (in Shares)			276,000,000		276,000,000	276,000,000	276,000,000
Class A common stock, $0.0001 par value			$ 76		$ 76	$ 76	$ 76
Accumulated deficit	$ (13,281,703)	$ (11,471,140)	(10,459,909)	(13,281,703)	(10,489,525)	(13,281,703)	(11,471,140)
Total stockholders’ equity (deficit)	$ (13,280,937)	(11,470,374)	$ (10,459,143)	(13,280,937)	$ (10,488,759)	$ (13,280,937)	$ (11,470,374)
Number of shares of common stock subject to redemption (in Shares)			27,600,000		27,600,000	27,600,000	27,600,000
Class A common stock (in Shares)			752,000		752,000	752,000	752,000
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)			27,600,000
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)			7,652,000
Basic and diluted net income (loss) per share (in Dollars per share)			$ (0.01)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (0.05)		$ (0.01)
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	27,600,000
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	7,652,000
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)	$ (0.08)
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Shares (in Shares)			752,000
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Amount			$ 76
Sale of 28,352,000 Units on December 10, 2020, net of warrant liability initial fair value Additional Paid-in Capital			7,519,924
Class A common stock Shares	$ 752,000	752,000	752,000	752,000
Class A common stock Amount	$ 76	$ 76	76	$ 76
Class A common stock – Shares (in Shares)	752,000	752,000		752,000
Initial value of Class A common stock subject to possible redemption			276,000,000
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)	27,600,000
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)	7,652,000
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share)	$ (0.05)
Year-end value of common stock subject to possible conversion			$ 276,000,000
Basic and diluted weighted average shares outstanding, Class A common shares subject to possible redemption (in Shares)		27,600,000
Basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares)		7,652,000
Basic and diluted net income (loss) per share (in Dollars per share)		$ (0.03)
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share)	$ (0.07)	$ (0.03)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 07, 2021	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Investments in a money market fund		$ 276,043,536
Federal depository insurance coverage		$ 250,000
Income tax rate		21.00%
Effective tax rate		0.00%
Class A Common Stock [Member] | Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of common stock	14,176,000
Common stock price per share	$11.50

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Class A redeemable ordinary shares [Member]
Numerator:
Allocation of net loss		$ (9,084,770)	$ (11,342,205)
Denominator
Weighted-average shares outstanding		27,600,000	27,600,000
Basic and diluted net loss per share		$ (0.32)	$ (0.4)
Class A and Class B non- redeemable ordinary shares [Member]
Numerator:
Allocation of net loss		$ (2,271,193)	$ (2,835,551)
Denominator
Weighted-average shares outstanding		7,652,000	7,652,000
Basic and diluted net loss per share		$ (0.32)	$ (0.4)
Class B common stock [Member]
Numerator:
Allocation of net loss	$ (479)
Denominator
Weighted-average shares outstanding	6,900,000
Basic and diluted net loss per share	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock (in Shares) | shares	27,600,000
Price per share	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock (in Shares) | shares	3,600,000
Warrants [Member]
Initial Public Offering (Details) [Line Items]
Price per share	$ 0.1
Warrant per share price	$ 0.01
Warrants, description	” If the management takes advantage of this option, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361.
Class A Common Stock [Member] | IPO [Member]
Initial Public Offering (Details) [Line Items]
Share issued price	$ 11.5
Class A Common Stock [Member] | Warrants [Member]
Initial Public Offering (Details) [Line Items]
Price per share	10
Share issued price	11.5
Warrant per share price	$ 18
Warrants, description	The “fair market value” of the Class A common stock for such purposes shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to 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).

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021
Private Placement [Member]
Private Placement (Details) [Line Items]
Redeem percentage	100.00%
IPO [Member]
Private Placement (Details) [Line Items]
Private placement description	the Sponsor purchased an aggregate of 510,289 Private Units (including 48,858 Private Units as a result of the exercise in full of the underwriters’ over-allotment option) and CA Co-Investment purchased an aggregate of 241,711 Private Units (including 23,142 Private Units as a result of the exercise in full of the underwriters’ over-allotment option), at a price of $10.00 per Private Unit, for an aggregate purchase price of $7,520,000. Each Private Unit consists of one share of the Class A common stock and one-half of one redeemable warrant. The private placement units are identical to the public units, except that the private placement units (including the underlying securities) are subject to certain transfer restrictions and the holders hereof are entitled to certain registration rights, as described herein, and the underlying warrants: (1) will not be redeemable by us so long as they are held by our sponsors or their permitted transferees; (2) may be exercised by the holders on a cashless basis; and (3) with respect to private placement warrants held by CA Co-Investment, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). A portion of the proceeds from the Private Units were added to the net proceeds from the IPO held in the Trust Account.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 02, 2020	Dec. 10, 2020	Dec. 07, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Issued and outstanding public shares percentage						100.00%
Common stock exceeds price (in Dollars per share)						$ 12
Working capital loans (in Dollars)					$ 1,500,000	$ 1,500,000
Conversion price per share (in Dollars per share)					$ 10	$ 10
Related party transaction terms, description						Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on December 7, 2020, in order for the time available for the Company to consummate its initial Business Combination to be extended for such six-month period, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the 18-month deadline, must deposit into the Trust Account $2,760,000 ($0.10 per unit sold in the IPO) on or prior to the date of the applicable deadline, for the six-month extension. Any such payment would be made in the form of a non-interest bearing loan. Such loan may be converted into units at the price of $10.00 per unit at the option of the lender at the time of the Business Combination.
Interest to pay dissolution expenses (in Dollars)						$ 100,000
Sponsor amount (in Dollars)					$ 30,000	90,000
Due to the affiliate of sponsor (in Dollars)						2,984	$ 0
IPO [Member]
Related Party Transactions (Details) [Line Items]
Office space rent (in Dollars)						$ 10,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchased an aggregate of shares				7,187,500
Capital contribution (in Dollars)				$ 25,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture			900,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Issued and outstanding public shares percentage			20.00%
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Stockholders owned shares	5,750,000
Share subject to forfeiture if the over-allotment option		900,000
Founder Shares [Member] | CA Co-Investment LLC [Member]
Related Party Transactions (Details) [Line Items]
Purchased an aggregate of shares	287,500			5,675,000
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Purchased an aggregate of shares				1,437,500
Forfeited shares	1,150,000
Founder Shares [Member] | Director [Member]
Related Party Transactions (Details) [Line Items]
Purchased an aggregate of shares				25,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Effective stock dividend			1,150,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares			6,900,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Warrant [Member]
Recurring Fair Value Measurements (Details) [Line Items]
Warrant liability	$ 25,148,936	$ 11,912,642

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques - USD ($)	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
(Level 1) [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques [Line Items]
Investments held in Trust Account—U.S. Money Market Funds	$ 10,695	$ 276,043,536
Investments held in Trust Account—U.S. Treasury	275,997,240
Public Warrants		24,426,000
Private Warrants
(Level 2) [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques [Line Items]
Investments held in Trust Account—U.S. Money Market Funds
Investments held in Trust Account—U.S. Treasury
Public Warrants
Private Warrants
(Level 3) [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques [Line Items]
Investments held in Trust Account—U.S. Money Market Funds
Investments held in Trust Account—U.S. Treasury
Public Warrants	11,593,380
Private Warrants	$ 319,262	$ 722,936

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of inputs into the modified black-scholes model - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Private Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of inputs into the modified black-scholes model [Line Items]
Common stock price	$ 10.08	$ 9.58
Expected term (years)	5 years 2 months 8 days	5 years 11 months 8 days
Risk-free rate of interest	1.05%	0.50%
Expected volatility	24.52%	15.10%
Exercise price	$ 11.5	$ 11.5
Warrant Price	$ 1.92	0.85
Public Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of inputs into the modified black-scholes model [Line Items]
Common stock price		$ 9.58
Expected term (years)		5 years 11 months 8 days
Risk-free rate of interest		0.50%
Expected volatility		15.00%
Exercise price		$ 11.5
Warrant Price		$ 0.84

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details) - Schedule of changes in fair value - Fair Value, Inputs, Level 3 [Member]	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Fair value at December 31, 2020 – public and private warrants	$ 11,912,642
Fair Value at September 30, 2021 – private warrants	722,936
Public Warrants reclassified to level 1	(12,420,000)
Change in fair value	$ 1,230,294

Commitments (Details)

Commitments (Details) - IPO [Member]	9 Months Ended
	Sep. 30, 2021USD ($)
Commitments (Details) [Line Items]
Consummation of initial business combination	3.50%
Gross proceeds	$ 9,660,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock exceeds price (in Dollars per share)	$ 12
Conversion Percentage	20.00%
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	752,000	752,000
Common stock subject to possible redemption shares	27,600,000
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	6,900,000	6,900,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Nov. 02, 2021	Sep. 30, 2020		Sep. 30, 2021	Sep. 30, 2021
Subsequent Events [Abstract]
Operating expenses	$ 350,000	$ 479	[1]	$ 397,129	$ 979,056
[1]	Represents both quarter to date and year to date comparative amounts as the Company was formed on August 10, 2020.