Empowerment & Inclusion Capital I (EPWR) 10-Q/A 9 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Dec. 09, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39857
Entity Registrant Name	EMPOWERMENT & INCLUSION CAPITAL I CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-4055608
Entity Address, Address Line One	340 Madison Avenue
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10173
City Area Code	212
Local Phone Number	468-8655
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001825720
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Amendment Description	Amendment No. 1
Transition Report	false
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	EPWR.U
Security Exchange Name	NYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	EPWR
Security Exchange Name	NYSE
Class A Common Stock Subject to Redemption
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	EPWR WS
Security Exchange Name	NYSE
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
Current assets
Cash	$ 79,404	$ 0
Prepaid expenses	667,672	0
Total Current Assets	747,076	0
Deferred offering costs		636,383
Cash held in Trust Account	276,019,739	0
TOTAL ASSETS	276,766,815	636,383
Current liabilities
Accrued expenses	233,811	3,936
Accrued offering costs		500,000
Promissory Notes - related party		116,383
Total current liabilities	233,811	620,319
Working Capital Promissory Notes	186,000	0
Deferred underwriting fee payable	9,660,000	0
Warrant liability	15,990,000	0
Total liabilities	26,069,811	620,319
Commitments and contingencies
Class A common stock subject to possible redemption 27,600,000 shares at $10.00 per share	276,000,000	0
Stockholders' (deficit) equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Stock subscription receivable from stockholders	(5,000)	(5,000)
Additional paid-in capital		24,310
Accumulated deficit	(25,298,686)	(3,936)
Total stockholders' (deficit) equity	(25,302,996)	16,064
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' (DEFICIT) EQUITY	276,766,815	636,383
Class B Common Stock
Stockholders' (deficit) equity
Common stock	$ 690	$ 690

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class A Common Stock Subject to Redemption
Shares subject to possible redemption, per share | $ / shares	$ 10
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	6,900,000
Common shares, shares outstanding	6,900,000
Class B Common Stock | Over-allotment option
Maximum shares subject to forfeiture	900,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating and formation costs	$ (932)	$ 1,000	$ 641,613	$ 1,000
Income (loss) from operations	932	(1,000)	(641,613)	(1,000)
Other income (expense):
Interest earned on marketable securities held in Trust Account	6,958	0	19,739	0
Transaction costs attributable to Warrant liabilities	0	0	(633,329)	0
Change in fair value of Warrant liabilities	(213,200)	0	0	0
Change in fair value of Working Capital Promissory Notes	89,000	0	89,000	0
Total other income (expense), net	(117,242)	0	(524,590)	0
Net loss	$ (116,310)	$ (1,000)	$ (1,166,203)	$ (1,000)
Class A Common Stock
Other income (expense):
Weighted average shares outstanding, basic	27,600,000	0	26,391,241	0
Weighted average shares outstanding, diluted	27,600,000		26,391,241
Basic net loss per share	$ 0	$ 0	$ (0.04)	$ 0
Diluted net loss per share	$ 0		$ (0.04)
Class B Common Stock
Other income (expense):
Weighted average shares outstanding, basic	6,900,000	2,032,826	6,860,584	1,599,197
Weighted average shares outstanding, diluted	6,900,000	2,032,826	6,860,584	1,599,197
Basic net loss per share	$ 0	$ 0	$ (0.04)	$ 0
Diluted net loss per share	$ 0	$ 0	$ (0.04)	$ 0

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class B Common StockCommon Stock	Stock Subscription Receivable from stockholder	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2019	$ 138	$ (5,000)	$ 4,862	$ 0	$ 0
Balance at the beginning (in shares) at Dec. 31, 2019	1,380,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	0	0	0	0
Balance at the end at Mar. 31, 2020	$ 138	(5,000)	4,862	0	0
Balance at the end (in shares) at Mar. 31, 2020	1,380,000
Balance at the beginning at Dec. 31, 2019	$ 138	(5,000)	4,862	0	0
Balance at the beginning (in shares) at Dec. 31, 2019	1,380,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(1,000)
Balance at the end at Sep. 30, 2020	$ 690	(5,000)	24,310	(1,000)	19,000
Balance at the end (in shares) at Sep. 30, 2020	6,900,000
Balance at the beginning at Mar. 31, 2020	$ 138	(5,000)	4,862	0	0
Balance at the beginning (in shares) at Mar. 31, 2020	1,380,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	0	0	0	0
Balance at the end at Jun. 30, 2020	$ 138	(5,000)	4,862	0	0
Balance at the end (in shares) at Jun. 30, 2020	1,380,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsors (in shares)	5,520,000
Issuance of Class B common stock to Sponsors	$ 552	0	19,448	0	20,000
Net income (loss)	0	0	0	(1,000)	(1,000)
Balance at the end at Sep. 30, 2020	$ 690	(5,000)	24,310	(1,000)	19,000
Balance at the end (in shares) at Sep. 30, 2020	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 690	(5,000)	24,310	(3,936)	16,064
Balance at the beginning (in shares) at Dec. 31, 2020	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock subject to redemption	$ 0	0	(1,904,310)	(24,128,547)	(26,032,857)
Sale of 7,520,000 Private Placement Warrants	0	0	1,880,000	0	1,880,000
Net income (loss)	0	0	0	2,635,922	2,635,922
Balance at the end at Mar. 31, 2021	$ 690	(5,000)	0	(21,496,561)	(21,500,871)
Balance at the end (in shares) at Mar. 31, 2021	6,900,000
Balance at the beginning at Dec. 31, 2020	$ 690	(5,000)	24,310	(3,936)	16,064
Balance at the beginning (in shares) at Dec. 31, 2020	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(1,166,203)
Balance at the end at Sep. 30, 2021	$ 690	(5,000)	0	(25,298,686)	(25,302,996)
Balance at the end (in shares) at Sep. 30, 2021	6,900,000
Balance at the beginning at Mar. 31, 2021	$ 690	(5,000)	0	(21,496,561)	(21,500,871)
Balance at the beginning (in shares) at Mar. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	0	0	(3,685,815)	(3,685,815)
Balance at the end at Jun. 30, 2021	$ 690	(5,000)	0	(25,182,376)	(25,186,686)
Balance at the end (in shares) at Jun. 30, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	0	0	(116,310)	(116,310)
Balance at the end at Sep. 30, 2021	$ 690	$ (5,000)	$ 0	$ (25,298,686)	$ (25,302,996)
Balance at the end (in shares) at Sep. 30, 2021	6,900,000

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Private Placement - shares	Jan. 12, 2021	Mar. 31, 2020
Sale of Private Placement Warrants (in shares)	7,520,000
Private Placement Warrants
Sale of Private Placement Warrants (in shares)	7,520,000	7,520,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (1,166,203)	$ (1,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Working Capital Promissory Notes	(89,000)	0
Transaction costs attributable to Warrant liabilities	633,329	0
Interest earned on marketable securities held in Trust Account	(19,739)	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(667,672)	0
Accrued expenses	229,875	1,000
Net cash used in operating activities	(1,079,410)	0
Cash flows from investing activities:
Investment of cash in Trust Account	(276,000,000)	0
Net cash used in investing activities	(276,000,000)	0
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	270,480,000	0
Proceeds from sale of Private Placement Warrants	7,520,000	0
Repayment of promissory note - related party	(128,302)	0
Proceeds from Working Capital Promissory Notes	275,000
Payment of offering costs	(987,884)	0
Net cash provided by financing activities	277,158,814	0
Net change in cash	79,404	0
Cash - beginning of period	0	0
Cash - end of period	79,404	0
Non-cash investing and financing activities:
Offering costs included in accrued offering costs	0	440,902
Offering costs paid by Sponsor in exchange for issuance of founder shares	0	20,000
Offering costs paid through Promissory Notes - related party	11,919	35,000
Initial classification of common stock subject to possible redemption	276,000,000	0
Deferred underwriting fee payable	$ 9,660,000	$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Empowerment & Inclusion Capital I Corp. (the “Company”) was initially formed as a Delaware limited liability company on May 29, 1999 under the name of PHX Capital LLC. On September 17, 2020, the Company converted from a limited liability company to a Delaware C Corporation and changed its name to Empowerment & Inclusion Capital I Corp. The Company intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, public company-related activities for legal, financial reporting, accounting and auditing compliance and the identification of a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Each Unit consists of one share of Class A common stock (the “Public Shares”) and one-half Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to PNC Investment Capital Corp. (“PNC Investment”), Jefferies Financial Group Inc. (“Jefferies” and, together with PNC Investment, the “Sponsors”) and the Company’s Chief Executive Officer (“CEO”), Harold Ford Jr., generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs relating to the foregoing amounted to $16,316,186, consisting of $5,520,000 in cash underwriting fees, $9,660,000 and $415,804 of deferred underwriting and legal fees, respectively, with such deferred fees payable contingent upon the close of a Business Combination, and $720,382 of other offering costs. During the quarter ended September 30, 2021, the Company paid $150,000 in settlement of the outstanding deferred legal fee. Following the closing of the Initial Public Offering on January 12, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsors have agreed (i) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Certificate of Incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until January 12, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. ​ Liquidity and Capital Resources ​ As of September 30, 2021, the Company had approximately $79,404 in its operating bank account and working capital of approximately $500,000. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans (as defined below), of which up to $1,000,000 have been committed by our Sponsors (see Note 6). On January 7, 2021, the Company issued convertible promissory notes in favor of the Sponsors pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000 for working capital (the “Working Capital Promissory Notes”). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may but are not obligated to loan the Company additional funds as may be required (together with the Working Capital Promissory Notes, the “Working Capital Loans”). On August 20, 2021, the Company drew an aggregate of $275,000 on the Working Capital Promissory Notes. The Working Capital Promissory Notes are non-interest bearing and payable upon the consummation of a Business Combination. The Working Capital Promissory Notes are convertible, at the lender’s option, into warrants to purchase shares of Class A common stock at a conversion price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. If the Company completes a Business Combination, the Company would repay the Working Capital Loans, including the Working Capital Promissory Notes, out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021 and December 31, 2020, there was $275,000 and $0, respectively, outstanding under the Working Capital Loans with a fair value of $186,000 and $0, respectively (see Note 10). The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors or third parties. The Company’s officers and directors and the Sponsors may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it was appropriate to restate the presentation of Class A common stock subject to possible redemption to reflect all such shares within temporary equity after determining the Class A common stock redemption feature is not solely within the control of the Company. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption associated with a business combination cannot result in net tangible assets being less than $5,000,001. The restatement resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to Additional paid-in capital (to the extent available), Retained earnings (Accumulated deficit) and Class A common stock. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As such, the Company is reporting upon restatements to the Affected Periods in this Quarterly Report. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The impact of the restatement on the Company’s historical financial statements is reflected in the following table. ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated IPO Balance Sheet as of January 12, 2021 as reported on Form 8-K ​ ​ ​ Class A common stock subject to possible redemption ​ $ 246,646,410 ​ $ 29,353,590 ​ $ 276,000,000 Class A common stock ​ $ 294 ​ $ (294) ​ $ — Additional paid-in capital ​ $ 5,640,553 ​ $ (5,640,553) ​ $ — Accumulated deficit ​ $ (636,533) ​ $ (23,712,743) ​ $ (24,349,276) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (29,353,590) ​ $ (24,353,586) Number of Class A common stock shares subject to possible redemption ​ ​ 24,664,641 ​ ​ 2,935,359 ​ ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Balance Sheet as of March 31, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 249,499,128 ​ $ 26,500,872 ​ $ 276,000,000 Class A common stock ​ $ 265 ​ $ (265) ​ $ — Additional paid-in capital ​ $ 2,372,060 ​ $ (2,372,060) ​ $ — Retained earnings (Accumulated deficit) ​ $ 2,631,986 ​ $ (24,128,547) ​ $ (21,496,561) Total stockholders’ equity (deficit) ​ $ 5,000,001 ​ $ (26,500,872) ​ $ (21,500,871) Number of Class A common stock shares subject to possible redemption ​ ​ 24,949,913 ​ ​ 2,650,087 ​ ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Balance Sheet as of June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 245,813,310 ​ $ 30,186,690 ​ $ 276,000,000 Class A common stock ​ $ 302 ​ $ (302) ​ $ — Additional paid-in capital ​ $ 6,057,841 ​ $ (6,057,841) ​ $ — Accumulated deficit ​ $ (1,053,829) ​ $ (24,128,547) ​ $ (25,182,376) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (30,186,690) ​ $ (25,186,686) Number of Class A common stock shares subject to possible redemption ​ ​ 24,581,331 ​ ​ 3,018,669 ​ ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, Class A common stock ​ ​ 27,600,000 ​ ​ (3,639,560) ​ ​ 23,960,440 Basic and diluted net income per share, Class A common stock ​ $ — ​ $ 0.09 ​ $ 0.09 Weighted average shares outstanding, Class B common stock ​ ​ 6,788,764 ​ ​ (7,445) ​ ​ 6,781,319 Basic and diluted net income per share, Class B common stock ​ $ 0.39 ​ $ (0.30) ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, Class A common stock ​ ​ 27,600,000 ​ ​ — ​ ​ 27,600,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ (0.11) ​ $ (0.11) Weighted average shares outstanding, Class B common stock ​ ​ 6,900,000 ​ ​ — ​ ​ 6,900,000 Basic and diluted net loss per share, Class B common stock ​ $ (0.53) ​ $ 0.42 ​ $ (0.11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, Class A common stock ​ ​ 27,600,000 ​ ​ (1,819,780) ​ ​ 25,780,220 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ (0.03) ​ $ (0.03) Weighted average shares outstanding, Class B common stock ​ ​ 6,840,659 ​ ​ — ​ ​ 6,840,659 Basic and diluted net loss per share, Class B common stock ​ $ (0.15) ​ $ 0.12 ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 262,636,410 ​ $ 13,363,590 ​ $ 276,000,000 Change in value of common stock subject to possible redemption ​ $ (13,137,282) ​ $ 13,137,282 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 246,646,410 ​ $ 29,353,590 ​ $ 276,000,000 Change in value of common stock subject to possible redemption ​ $ (16,823,100) ​ $ 16,823,100 ​ $ — ​ The Company’s Condensed Statements of Changes in Stockholders’ (Deficit) Equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed 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 as filed with the SEC on March 29, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 that 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounted to $16,316,186, of which $15,682,857 was charged to stockholders’ equity upon the completion of the Initial Public Offering and $633,329 was expensed to the condensed statements of operations (see Note 1). Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (10,350,000) Class A common stock issuance costs ​ (15,682,857) Plus: ​ Accretion of carrying value to redemption value ​ $ 26,032,857 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 276,000,000 ​ Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 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 the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company accounts for the Warrants as liabilities in accordance with the guidance contained in FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), under which the Warrants do not meet the criteria for equity treatment and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations (see Note 10). For issued or modified warrants that meet all the criteria for equity classification, the 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, the 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 the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Warrants was estimated using a Monte Carlo simulation approach (see Note 10). For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value as of each relevant date. Income Taxes Effective September 17, 2020, the Company converted to a C Corporation. Prior to September 17, 2020, the Company was a limited liability company and taxed as a partnership; the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements for periods prior to September 17, 2020. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes (“ASC 740’). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had a deferred tax asset of approximately $245,000, which had a full valuation allowance recorded against it of approximately $245,000. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the nine months ended September 30, 2021 and 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with (i) the Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 21,320,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2020 ​ September 30, 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (93,048) ​ $ (23,262) ​ $ — ​ $ (1,000) ​ $ (924,980) ​ $ (241,223) ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ — ​ ​ 2,032,826 ​ ​ 26,391,241 ​ ​ 6,882,482 ​ ​ — ​ ​ 1,599,197 Basic and diluted net loss per common share ​ $ (0.00) ​ $ (0.00) ​ $ — ​ $ (0.00) ​ $ (0.04) ​ $ (0.04) ​ $ — ​ $ (0.00) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any other recently issued but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors and the Company’s CEO purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,520,000 in the aggregate) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Pursuant to a letter agreement entered into between the Sponsors and the Company’s CEO dated September 21, 2020, the Sponsors transferred to the CEO a number of Private Placement Warrants equal to 20% of the outstanding Private Placement Warrants acquired by the Sponsors upon consummation of the Initial Public Offering (the “CEO Warrants”). Unless otherwise determined by the board of directors of the Company, if prior to the consummation of the Business Combination the CEO (i) resigns from the Company as CEO or (ii) is removed or otherwise terminated by the board of directors of the Company, the CEO Warrants shall be forfeited at no cost back to the Sponsors (on a pro rata basis). No shares of Class A common stock of the Company will be delivered pursuant to any exercise of a CEO Warrant until payment in full of the exercise price is received by the Company and the holder has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of the CEO Warrants. Pursuant to a letter agreement entered into between the Sponsors and the Company’s Chief Financial Officer (the “CFO”) dated November 4, 2020, the Sponsors transferred to the CFO a number of Private Placement Warrants equal to 7% of the outstanding Private Placement Warrants acquired by the Sponsors upon consummation of the Initial Public Offering (the “CFO Warrants”). Unless otherwise determined by the board of directors of the Company, if prior to the consummation of the Business Combination the CFO (i) resigns from the Company as CFO, (ii) is removed or otherwise terminated by the board of directors of the Company or (iii) dies, the CFO Warrants shall be forfeited at no cost back to the Sponsors (on a pro rata basis). No shares of Class A common stock of the Company will be delivered pursuant to any exercise of a CFO Warrant until payment in full of the exercise price is received by the Company and the holder has paid to the Company an amount equal to any taxes required to be withheld or paid upon exercise of the CFO Warrants. ​

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In 1999, Jefferies subscribed for an aggregate of 1,000 shares of the Company’s membership interests for $5,000. On September 17, 2020, in connection with the Company’s conversion to a C Corporation, the Company converted the 1,000 membership interests owned by Jefferies into 1,150,000 shares of the Company’s Class B common stock. Also, on September 17, 2020, PNC Investment paid $20,000 to cover certain offering costs of the Company in consideration for 4,600,000 shares of the Company’s Class B common stock. As a result, there were 5,750,000 shares of Class B common stock issued and outstanding Excluding the effect of the stock split discussed above, on September 21, 2020, PNC Investment transferred 1,150,000 Founder Shares to the Company’s CEO. On November 4, 2020, PNC Investment transferred 301,875 Founder Shares to the Company’s CFO, and Jefferies transferred 100,625 Founder Shares to the CFO. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture, to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) subsequent to a Business Combination, (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of PNC Investment a total of $10,000 per month for office space, utilities, and secretarial and administrative support. For the three and nine months ended September 30, 2021, the Company incurred and paid $29,211 and $77,896, respectively, in fees for these services. Promissory Note — Related Party On September 17, 2020, the Company issued unsecured promissory notes in favor of the Sponsors (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes of $128,302 was repaid at the closing of the Initial Public Offering on January 12, 2021. Related Party Loans On January 7, 2021, the Company issued the Working Capital Promissory Notes in favor of the Sponsors pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000 for working capital. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may but are not obligated to provide the Company with Working Capital Loans. During the quarter ended September 30, 2021, the Company drew an aggregate of $275,000 on the Working Capital Promissory Notes, of which $206,250 was drawn from a Working Capital Promissory Note with PNC Investment and $68,750 was drawn from a Working Capital Promissory Note with Jefferies. If the Company completes a Business Combination, the Company would repay the Working Capital Loans, including the Working Capital Promissory Notes, out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or at the lender’s discretion, up to $1,500,000 of such Working Capital Loans made to the Company may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there was $275,000 and $0, respectively, outstanding under the Working Capital Loans. Initial Public Offering Jefferies, one of our Sponsors, acted as a lead underwriter in our Initial Public Offering. Solebury Capital LLC, an affiliate of one of our Sponsors, acted as a financial advisor in connection with our Initial Public Offering. We have agreed to pay Solebury Capital LLC up to 3.5% of the gross spread earned by the underwriters for their services. As of September 30, 2021, we paid Jefferies $5,520,000 of underwriting fees of which Solebury Capital LLC received $193,200. An additional $9,660,000 of underwriting fees have been deferred and are payable contingent upon the close of a Business Combination. We are under no obligation to engage any of the underwriters or financial advisors that provided services to us in our Initial Public Offering to provide any services for us in the future, including with respect to a Business Combination, although we are not prohibited from doing so. Any of the underwriters or financial advisors that provided services to us in our Initial Public Offering may introduce us to potential target businesses or assist us in raising additional capital in the future.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the continuing impacts of the pandemic could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, a specific material adverse impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on January 12, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of at least 15% of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, these holders will have certain “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the costs and expenses incurred in connection with filing any such registration statements. Notwithstanding the foregoing, Jefferies may not exercise its demand and “piggyback” registration rights after five and seven years , respectively, from the effective date of the registration statement and may not exercise its demand rights on more than one occasion. Underwriting and Legal Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The legal counsel who advised in connection with our Initial Public Offering was entitled to a deferred fee of $415,804. During the quarter ended September 30, 2021, the Company paid $150,000 in settlement of the outstanding deferred legal fee.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock outstanding Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law; provided that only holders of Class B common stock will have the right to vote on the election of directors prior to the Business Combination. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued or to be issued to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2021
WARRANTS
WARRANTS	NOTE 9. WARRANTS As of September 30, 2021, there were 13,800,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a Warrant unless Class A common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the warrant agreement; provided, however, that the Private Placement Warrants issued to Jefferies will not be exercisable more than five years from the effective date of the registration statement in accordance with FINRA rules. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants is not effective by the 60 business day after the closing of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 . ● 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 to each Warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 . ● in whole and not in part; ● at a price of $0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; ● if the closing price of the shares of Class A common stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. ​ If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for the issuance of Class A common stock at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the Sponsors, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. As of September 30, 2021, there were 7,520,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ​ Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ​ Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. ​ The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level ​ 2021 Assets: ​ Investments held in Trust Account - U.S. Treasury Securities Money Market Fund 1 ​ $ 276,019,739 ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ Working Capital Promissory Notes ​ 2 ​ $ 186,000 ​ ​ ​ ​ ​ ​ Warrant liability - Public Warrants ​ 1 ​ $ 10,350,000 Warrant liability - Private Placement Warrants ​ 2 ​ ​ 5,640,000 Total Warrant liability ​ ​ $ 15,990,000 ​ At September 30, 2021, assets held in the Trust Account were comprised of $276,019,739 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2021, the Company had no withdrawals of interest earned on the Trust Account. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations. At issuance, the Warrant liability for the Warrants was valued as of January 12, 2021 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. Subsequent to the detachment of the Public Warrants from the Units, the Public Warrants are valued based on the quoted market price, under the ticker EPWR WS, which is a Level 1 fair value measurement. As of September 30, 2021, the fair value of the Private Placement Warrants was equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, and as such are listed as a Level 2 in the fair value hierarchy table above. As of issuance, the estimated fair value of the Warrants was determined using a Monte Carlo simulation and based on the following significant inputs: ​ ​ ​ ​ ​ ​ ​ ​ January 12, ​ ​ ​ 2021 ​ ​ ​ (Issuance ​ ​ Date) Exercise price ​ $ 11.50 ​ Stock price ​ $ 9.87 ​ Volatility ​ ​ 15 % Probability of completing a Business Combination ​ ​ 90 % Term in Years ​ ​ 5.00 ​ Risk-free rate ​ ​ 0.50 % Dividend yield ​ ​ 0.0 % ​ The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of a Business Combination. The probability assigned to the consummation of a Business Combination was 90%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies (“SPACs”). The following table presents the changes in the fair value of Warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Warrant ​ Placement Public Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on January 12, 2021 ​ 5,640,000 ​ 10,350,000 ​ 15,990,000 Change in valuation inputs or other assumptions ​ — ​ — ​ — Fair value as of September 30, 2021 ​ $ 5,640,000 ​ $ 10,350,000 ​ $ 15,990,000 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was $10,350,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $5,640,000. ​ The Company elected the fair value option for the Working Capital Promissory Notes. The Working Capital Promissory Notes are convertible into warrants identical to the Private Placement Warrants. As noted above, similar to the Private Placement Warrants, as of September 30, 2021, the fair value of the Working Capital Promissory Notes was equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, and as such are listed as a Level 2 in the fair value hierarchy table above. ​ The following table presents the changes in the fair value of the Level 2 Working Capital Promissory Notes: ​ ​ ​ ​ ​ Fair value as of January 1, 2021 $ — Proceeds received Working Capital Promissory Notes ​ 275,000 Change in fair value ​ (89,000) Fair value as of September 30, 2021 ​ $ 186,000 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed 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 as filed with the SEC on March 29, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 that 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounted to $16,316,186, of which $15,682,857 was charged to stockholders’ equity upon the completion of the Initial Public Offering and $633,329 was expensed to the condensed statements of operations (see Note 1).
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (10,350,000) Class A common stock issuance costs ​ (15,682,857) Plus: ​ Accretion of carrying value to redemption value ​ $ 26,032,857 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 276,000,000
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 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 the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company accounts for the Warrants as liabilities in accordance with the guidance contained in FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), under which the Warrants do not meet the criteria for equity treatment and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations (see Note 10). For issued or modified warrants that meet all the criteria for equity classification, the 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, the 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 the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Warrants was estimated using a Monte Carlo simulation approach (see Note 10). For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value as of each relevant date.
Income Taxes	Income Taxes Effective September 17, 2020, the Company converted to a C Corporation. Prior to September 17, 2020, the Company was a limited liability company and taxed as a partnership; the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying financial statements for periods prior to September 17, 2020. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes (“ASC 740’). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had a deferred tax asset of approximately $245,000, which had a full valuation allowance recorded against it of approximately $245,000. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the nine months ended September 30, 2021 and 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with (i) the Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 21,320,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2020 ​ September 30, 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (93,048) ​ $ (23,262) ​ $ — ​ $ (1,000) ​ $ (924,980) ​ $ (241,223) ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ — ​ ​ 2,032,826 ​ ​ 26,391,241 ​ ​ 6,882,482 ​ ​ — ​ ​ 1,599,197 Basic and diluted net loss per common share ​ $ (0.00) ​ $ (0.00) ​ $ — ​ $ (0.00) ​ $ (0.04) ​ $ (0.04) ​ $ — ​ $ (0.00)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any other recently issued but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Summary of impact on previously issued financial statements	​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated IPO Balance Sheet as of January 12, 2021 as reported on Form 8-K ​ ​ ​ Class A common stock subject to possible redemption ​ $ 246,646,410 ​ $ 29,353,590 ​ $ 276,000,000 Class A common stock ​ $ 294 ​ $ (294) ​ $ — Additional paid-in capital ​ $ 5,640,553 ​ $ (5,640,553) ​ $ — Accumulated deficit ​ $ (636,533) ​ $ (23,712,743) ​ $ (24,349,276) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (29,353,590) ​ $ (24,353,586) Number of Class A common stock shares subject to possible redemption ​ ​ 24,664,641 ​ ​ 2,935,359 ​ ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Balance Sheet as of March 31, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 249,499,128 ​ $ 26,500,872 ​ $ 276,000,000 Class A common stock ​ $ 265 ​ $ (265) ​ $ — Additional paid-in capital ​ $ 2,372,060 ​ $ (2,372,060) ​ $ — Retained earnings (Accumulated deficit) ​ $ 2,631,986 ​ $ (24,128,547) ​ $ (21,496,561) Total stockholders’ equity (deficit) ​ $ 5,000,001 ​ $ (26,500,872) ​ $ (21,500,871) Number of Class A common stock shares subject to possible redemption ​ ​ 24,949,913 ​ ​ 2,650,087 ​ ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Balance Sheet as of June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 245,813,310 ​ $ 30,186,690 ​ $ 276,000,000 Class A common stock ​ $ 302 ​ $ (302) ​ $ — Additional paid-in capital ​ $ 6,057,841 ​ $ (6,057,841) ​ $ — Accumulated deficit ​ $ (1,053,829) ​ $ (24,128,547) ​ $ (25,182,376) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (30,186,690) ​ $ (25,186,686) Number of Class A common stock shares subject to possible redemption ​ ​ 24,581,331 ​ ​ 3,018,669 ​ ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, Class A common stock ​ ​ 27,600,000 ​ ​ (3,639,560) ​ ​ 23,960,440 Basic and diluted net income per share, Class A common stock ​ $ — ​ $ 0.09 ​ $ 0.09 Weighted average shares outstanding, Class B common stock ​ ​ 6,788,764 ​ ​ (7,445) ​ ​ 6,781,319 Basic and diluted net income per share, Class B common stock ​ $ 0.39 ​ $ (0.30) ​ $ 0.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, Class A common stock ​ ​ 27,600,000 ​ ​ — ​ ​ 27,600,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ (0.11) ​ $ (0.11) Weighted average shares outstanding, Class B common stock ​ ​ 6,900,000 ​ ​ — ​ ​ 6,900,000 Basic and diluted net loss per share, Class B common stock ​ $ (0.53) ​ $ 0.42 ​ $ (0.11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, Class A common stock ​ ​ 27,600,000 ​ ​ (1,819,780) ​ ​ 25,780,220 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ (0.03) ​ $ (0.03) Weighted average shares outstanding, Class B common stock ​ ​ 6,840,659 ​ ​ — ​ ​ 6,840,659 Basic and diluted net loss per share, Class B common stock ​ $ (0.15) ​ $ 0.12 ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 262,636,410 ​ $ 13,363,590 ​ $ 276,000,000 Change in value of common stock subject to possible redemption ​ $ (13,137,282) ​ $ 13,137,282 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 246,646,410 ​ $ 29,353,590 ​ $ 276,000,000 Change in value of common stock subject to possible redemption ​ $ (16,823,100) ​ $ 16,823,100 ​ $ —

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of common stock subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (10,350,000) Class A common stock issuance costs ​ (15,682,857) Plus: ​ Accretion of carrying value to redemption value ​ $ 26,032,857 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 276,000,000
calculation of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2020 ​ September 30, 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (93,048) ​ $ (23,262) ​ $ — ​ $ (1,000) ​ $ (924,980) ​ $ (241,223) ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ — ​ ​ 2,032,826 ​ ​ 26,391,241 ​ ​ 6,882,482 ​ ​ — ​ ​ 1,599,197 Basic and diluted net loss per common share ​ $ (0.00) ​ $ (0.00) ​ $ — ​ $ (0.00) ​ $ (0.04) ​ $ (0.04) ​ $ — ​ $ (0.00)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level ​ 2021 Assets: ​ Investments held in Trust Account - U.S. Treasury Securities Money Market Fund 1 ​ $ 276,019,739 ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ Working Capital Promissory Notes ​ 2 ​ $ 186,000 ​ ​ ​ ​ ​ ​ Warrant liability - Public Warrants ​ 1 ​ $ 10,350,000 Warrant liability - Private Placement Warrants ​ 2 ​ ​ 5,640,000 Total Warrant liability ​ ​ $ 15,990,000
Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Schedule of change in the fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Warrant ​ Placement Public Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on January 12, 2021 ​ 5,640,000 ​ 10,350,000 ​ 15,990,000 Change in valuation inputs or other assumptions ​ — ​ — ​ — Fair value as of September 30, 2021 ​ $ 5,640,000 ​ $ 10,350,000 ​ $ 15,990,000
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Schedule of significant inputs used in determining the estimated fair value of significant inputs	​ ​ ​ ​ ​ ​ ​ ​ January 12, ​ ​ ​ 2021 ​ ​ ​ (Issuance ​ ​ Date) Exercise price ​ $ 11.50 ​ Stock price ​ $ 9.87 ​ Volatility ​ ​ 15 % Probability of completing a Business Combination ​ ​ 90 % Term in Years ​ ​ 5.00 ​ Risk-free rate ​ ​ 0.50 % Dividend yield ​ ​ 0.0 %
Working Capital Promissory Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Schedule of change in the fair value	​ ​ ​ ​ ​ Fair value as of January 1, 2021 $ — Proceeds received Working Capital Promissory Notes ​ 275,000 Change in fair value ​ (89,000) Fair value as of September 30, 2021 ​ $ 186,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Jan. 12, 2021USD ($)$ / sharesshares	Sep. 17, 2020USD ($)	Aug. 20, 2020USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Aug. 20, 2021$ / shares	Jan. 07, 2021USD ($)	Dec. 31, 2020USD ($)	Mar. 31, 2020shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum		1
Proceeds from sale of Private Placement Warrants					$ 7,520,000	$ 0
Transaction Costs	$ 16,316,186
Underwriting fees	5,520,000
Deferred underwriting fee payable	9,660,000			$ 9,660,000	9,660,000				$ 0
Deferred legal fee payable	415,804			415,804	415,804
Other offering costs	$ 720,382
Payments For Deferred Legal Fees				150,000
Investment of cash into Trust Account					$ 276,000,000	$ 0
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account					80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination					50.00%
Minimum net tangible assets upon consummation of business combination				5,000,001	$ 5,000,001
Threshold percentage of public shares subject to redemption without companys prior written consent					15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Threshold business days for redemption of public shares					10 days
Maximum allowed dissolution expenses					$ 100,000
Cash in operating bank account				79,404	79,404				0
Working capital				500,000	500,000
Working capital loan committed by sponsers				1,000,000	1,000,000
Proceeds from Working Capital Promissory Notes					275,000
Fair value of outstanding balance				186,000	186,000				0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	27,600,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 276,000,000
Investment of cash into Trust Account	$ 276,000,000
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares	1
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit | shares	0.5
Conversion price | $ / shares	$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	7,520,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 7,520,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	7,520,000									7,520,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 7,520,000
Conversion price | $ / shares	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	3,600,000
Purchase price, per unit | $ / shares	$ 10
Promissory Note with Related Party
Subsidiary, Sale of Stock [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Sponsor | Working Capital Promissory Notes
Subsidiary, Sale of Stock [Line Items]
Maximum borrowing capacity of related party promissory note								$ 1,000,000
Proceeds from Working Capital Promissory Notes			$ 275,000
Conversion price | $ / shares							$ 1
Outstanding balance				275,000	275,000				0
Fair value of outstanding balance				$ 186,000	$ 186,000				$ 0

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 12, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Balance Sheet
Class A common stock subject to possible redemption	$ 276,000,000				$ 0
Additional Paid-in Capital					24,310
Accumulated Deficit	(25,298,686)	$ (25,182,376)	$ (21,496,561)	$ (24,349,276)	(3,936)
Total stockholders' equity (deficit)	$ (25,302,996)	$ (25,186,686)	$ (21,500,871)	$ (24,353,586)	$ 16,064	$ 19,000	$ 0	$ 0	$ 0
Number of Class A common stock shares subject to possible redemption		27,600,000	27,600,000	27,600,000
Class A Common Stock Subject to Redemption
Balance Sheet
Class A common stock subject to possible redemption		$ 276,000,000	$ 276,000,000	$ 276,000,000
Number of Class A common stock shares subject to possible redemption	27,600,000
As Previously Reported | Restatement of common stock subject to possible redemption as temporary equity
Balance Sheet
Additional Paid-in Capital		6,057,841	2,372,060	5,640,553
Accumulated Deficit		(1,053,829)	2,631,986	(636,533)
Total stockholders' equity (deficit)		$ 5,000,004	$ 5,000,001	$ 5,000,004
Number of Class A common stock shares subject to possible redemption		24,581,331	24,949,913	24,664,641
As Previously Reported | Restatement of common stock subject to possible redemption as temporary equity | Class A Common Stock
Balance Sheet
Class A Common Stock		$ 302	$ 265	$ 294
As Previously Reported | Restatement of common stock subject to possible redemption as temporary equity | Class A Common Stock Subject to Redemption
Balance Sheet
Class A common stock subject to possible redemption		245,813,310	249,499,128	246,646,410
Adjustments | Restatement of common stock subject to possible redemption as temporary equity
Balance Sheet
Additional Paid-in Capital		(6,057,841)	(2,372,060)	(5,640,553)
Accumulated Deficit		(24,128,547)	(24,128,547)	(23,712,743)
Total stockholders' equity (deficit)		$ (30,186,690)	$ (26,500,872)	$ (29,353,590)
Number of Class A common stock shares subject to possible redemption		3,018,669	2,650,087	2,935,359
Adjustments | Restatement of common stock subject to possible redemption as temporary equity | Class A Common Stock
Balance Sheet
Class A Common Stock		$ (302)	$ (265)	$ (294)
Adjustments | Restatement of common stock subject to possible redemption as temporary equity | Class A Common Stock Subject to Redemption
Balance Sheet
Class A common stock subject to possible redemption		$ 30,186,690	$ 26,500,872	$ 29,353,590

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Condensed Statement of Operations (Details) - $ / shares	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Class A Common Stock
Condensed Statement of Operations
Weighted average shares outstanding, basic	27,600,000	27,600,000	23,960,440	0	25,780,220	26,391,241	0
Weighted average shares outstanding, diluted	27,600,000	27,600,000	23,960,440		25,780,220	26,391,241
Basic net loss per share	$ 0	$ (0.11)	$ 0.09	$ 0	$ (0.03)	$ (0.04)	$ 0
Diluted net loss per share	$ 0	$ (0.11)	$ 0.09		$ (0.03)	$ (0.04)
Class B Common Stock
Condensed Statement of Operations
Weighted average shares outstanding, basic	6,900,000	6,900,000	6,781,319	2,032,826	6,840,659	6,860,584	1,599,197
Weighted average shares outstanding, diluted	6,900,000	6,900,000	6,781,319	2,032,826	6,840,659	6,860,584	1,599,197
Basic net loss per share	$ 0	$ (0.11)	$ 0.09	$ 0	$ (0.03)	$ (0.04)	$ 0
Diluted net loss per share	$ 0	$ (0.11)	$ 0.09	$ 0	$ (0.03)	$ (0.04)	$ 0
As Previously Reported | Restatement of common stock subject to possible redemption as temporary equity | Class A Common Stock
Condensed Statement of Operations
Weighted average shares outstanding, basic		27,600,000	27,600,000		27,600,000
Weighted average shares outstanding, diluted		27,600,000	27,600,000		27,600,000
As Previously Reported | Restatement of common stock subject to possible redemption as temporary equity | Class B Common Stock
Condensed Statement of Operations
Weighted average shares outstanding, basic		6,900,000	6,788,764		6,840,659
Weighted average shares outstanding, diluted		6,900,000	6,788,764		6,840,659
Basic net loss per share		$ (0.53)	$ 0.39		$ (0.15)
Diluted net loss per share		(0.53)	$ 0.39		$ (0.15)
Adjustments | Restatement of common stock subject to possible redemption as temporary equity | Class A Common Stock
Condensed Statement of Operations
Weighted average shares outstanding, basic			(3,639,560)		(1,819,780)
Weighted average shares outstanding, diluted			(3,639,560)		(1,819,780)
Basic net loss per share		(0.11)	$ 0.09		$ (0.03)
Diluted net loss per share		(0.11)	$ 0.09		(0.03)
Adjustments | Restatement of common stock subject to possible redemption as temporary equity | Class B Common Stock
Condensed Statement of Operations
Weighted average shares outstanding, basic			(7,445)
Weighted average shares outstanding, diluted			(7,445)
Basic net loss per share		0.42	$ (0.30)		0.12
Diluted net loss per share		$ 0.42	$ (0.30)		$ 0.12

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Condensed Statement of Cash Flows (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Non-cash investing and financing activities:
Initial Classification Of Common Stock Subject To Possible Redemption	$ 276,000,000	$ 276,000,000	$ 276,000,000	$ 0
As Previously Reported | Restatement of common stock subject to possible redemption as temporary equity
Non-cash investing and financing activities:
Initial Classification Of Common Stock Subject To Possible Redemption	262,636,410	246,646,410
Change In Value Of Common Stock Subject To Possible Redemption	(13,137,282)	(16,823,100)
Adjustments | Restatement of common stock subject to possible redemption as temporary equity
Non-cash investing and financing activities:
Initial Classification Of Common Stock Subject To Possible Redemption	13,363,590	29,353,590
Change In Value Of Common Stock Subject To Possible Redemption	$ 13,137,282	$ 16,823,100

RESTATEMENT OF PREVIOUSLY ISS_6

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum Net Tangible Assets Upon Redemption Of Temporary Equity	$ 5,000,001
Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Redemption value per share	$ 10	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jan. 12, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 17, 2020	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Initial Public Offering Costs	$ 16,316,186
Transaction costs	15,682,857
Offering costs	$ 633,329	$ 0	$ 0	$ 633,329	$ 0
Deferred Tax Assets, Gross		245,000		245,000
Provision for income taxes				0	$ 0	$ 0
Valuation allowance		245,000		$ 245,000
Effective income tax rate (as a percent)				0.00%
Unrecognized tax benefits		0		$ 0			$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0		$ 0			$ 0
Anti-dilutive securities attributable to warrants (in shares)				21,320,000
Federal Depository Insurance Coverage				$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Class A Common Stock
Allocation of net loss, as adjusted	$ (93,048)			$ 0		$ (924,980)	$ 0
Basic weighted average shares outstanding	27,600,000	27,600,000	23,960,440	0	25,780,220	26,391,241	0
Diluted weighted average shares outstanding	27,600,000	27,600,000	23,960,440		25,780,220	26,391,241
Basic net income per share	$ 0	$ (0.11)	$ 0.09	$ 0	$ (0.03)	$ (0.04)	$ 0
Diluted net loss per share	$ 0	$ (0.11)	$ 0.09		$ (0.03)	$ (0.04)
Class B Common Stock
Allocation of net loss, as adjusted	$ (23,262)			$ (1,000)		$ (241,223)	$ (1,000)
Basic weighted average shares outstanding	6,900,000	6,900,000	6,781,319	2,032,826	6,840,659	6,860,584	1,599,197
Diluted weighted average shares outstanding	6,900,000	6,900,000	6,781,319	2,032,826	6,840,659	6,860,584	1,599,197
Basic net income per share	$ 0	$ (0.11)	$ 0.09	$ 0	$ (0.03)	$ (0.04)	$ 0
Diluted net loss per share	$ 0	$ (0.11)	$ 0.09	$ 0	$ (0.03)	$ (0.04)	$ 0
Basic weighted average shares outstanding						6,882,482
Diluted weighted average shares outstanding						6,882,482

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - condensed Consolidated balance sheet (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 276,000,000
Proceeds allocated to Public Warrants	(10,350,000)
Class A common stock issuance costs	(15,682,857)
Accretion of carrying value to redemption value	26,032,857
Class A common stock subject to possible redemption	$ 276,000,000	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Jan. 12, 2021$ / sharesshares
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	27,600,000
Purchase price, per unit | $ / shares	$ 10
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,600,000
Purchase price, per unit | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jan. 12, 2021	Nov. 04, 2020	Sep. 21, 2020	Sep. 30, 2021	Sep. 30, 2020	Mar. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				$ 7,520,000	$ 0
Private Placement Warrants | Sponsor
Subsidiary, Sale of Stock [Line Items]
% of outstanding warrants		7.00%	20.00%
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	7,520,000
Price of warrants	$ 1
Aggregate purchase price	$ 7,520,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	7,520,000					7,520,000
Price of warrants	$ 1
Aggregate purchase price	$ 7,520,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 07, 2021shares	Nov. 17, 2020D$ / shares	Nov. 04, 2020shares	Sep. 21, 2020shares	Sep. 17, 2020USD ($)shares	Jan. 31, 2021shares	Sep. 30, 2020USD ($)	Sep. 30, 2021shares	Dec. 31, 2020shares	Oct. 31, 2020shares
Related Party Transaction [Line Items]
Aggregate purchase price | $							$ 20,000
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares issued								6,900,000	6,900,000
Common shares, shares outstanding								6,900,000	6,900,000
Founder Shares
Related Party Transaction [Line Items]
Number of shares issued								1,000
Membership interest converted								5,000
Shares subject to forfeiture						900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders						20.00%
Founder Shares | Class B Common Stock
Related Party Transaction [Line Items]
Shares issued upon on conversion					1,000
Common shares, shares issued					5,750,000
Common shares, shares outstanding	6,900,000				5,750,000
Stock Split	1.2
Aggregate number of shares owned					1,150,000
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Aggregate number of shares owned										4,600,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Jefferies
Related Party Transaction [Line Items]
Number of shares transferred			100,625
Founder Shares | PNC Investment
Related Party Transaction [Line Items]
Number of shares transferred			301,875	1,150,000
Founder Shares | PNC Investment | Class B Common Stock
Related Party Transaction [Line Items]
Aggregate purchase price | $					$ 20,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jan. 12, 2021	Sep. 17, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Jan. 07, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Working capital promissory note			$ 275,000	$ 275,000
Repayment of promissory note - related party				128,302	$ 0
Working Capital Promissory Notes
Related Party Transaction [Line Items]
Outstanding balance of related party note			275,000	275,000			$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Repayment of promissory note - related party		$ 128,302
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred and paid			29,211	77,896
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Related Party Loans | Working Capital Promissory Notes
Related Party Transaction [Line Items]
Price of warrant			$ 1	$ 1
Sponsor | Working Capital Promissory Notes
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 1,000,000
PNC Investment
Related Party Transaction [Line Items]
Working capital promissory note			$ 206,250	$ 206,250
Jefferies
Related Party Transaction [Line Items]
Working capital promissory note			$ 68,750	$ 68,750

RELATED PARTY TRANSACTIONS - In

RELATED PARTY TRANSACTIONS - Initial Public Offering (Details)	Sep. 30, 2021USD ($)	Jan. 12, 2021USD ($)	Dec. 31, 2020USD ($)
Related Party Transaction [Line Items]
Underwriting fees		$ 5,520,000
Deferred underwriting fee payable	$ 9,660,000	$ 9,660,000	$ 0
Jefferies
Related Party Transaction [Line Items]
Underwriting fees	5,520,000
Solebury Capital LLC
Related Party Transaction [Line Items]
Amount paid based on underwriting fees	$ 193,200
Solebury Capital LLC | Jefferies
Related Party Transaction [Line Items]
Percentage of fees payable on gross spread earned by the underwriters	3.5

COMMITMENTS (Details)

COMMITMENTS (Details)	Jan. 12, 2021USD ($)Y	Sep. 30, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)
Commitments [Line items]
Number of holders securities entitled for demands on registration rights	15.00%
Maximum number of demands for registration of securities | Y	3
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable	$ 9,660,000	$ 9,660,000	$ 0
Deferred Legal Fee	$ 415,804	415,804
Outstanding deferred legal fee		$ 150,000
Maximum | Jefferies
Commitments [Line items]
Registration rights of securities term on demands	7 years
Minimum | Jefferies
Commitments [Line items]
Registration rights of securities term on demands	5 years

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Jun. 30, 2021shares	Mar. 31, 2021shares	Jan. 12, 2021shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)		27,600,000	27,600,000	27,600,000
Ratio to be applied to the stock in the conversion	20
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000				200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001				$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)					0
Common shares, shares outstanding (in shares)					0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000				20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001				$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	6,900,000				6,900,000
Common shares, shares outstanding (in shares)	6,900,000				6,900,000

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Sep. 30, 2021Ditem$ / sharesshares
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	7,520,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	13,800,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold issue price per share	$ 9.20
Warrant exercise price adjustment multiple	115
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Redemption period	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Investments held in Trust Account	$ 276,019,739	$ 0
Liabilities:
Warrant liability	15,990,000	0
Working Capital Promissory Notes	186,000	0
Public Warrants
Liabilities:
Warrant liability	10,350,000	0
Private Placement Warrants
Liabilities:
Warrant liability	5,640,000	$ 0
Recurring
Liabilities:
Warrant liability	15,990,000
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	10,350,000
Level 1 | U.S. Treasury Securities Money Market Fund
Assets:
Investments held in Trust Account	276,019,739
Level 1 | U.S. Treasury Securities Money Market Fund | Recurring
Assets:
Investments held in Trust Account	276,019,739
Level 2 | Recurring
Liabilities:
Working Capital Promissory Notes	186,000
Level 2 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 5,640,000

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details)	9 Months Ended
	Sep. 30, 2021	Jan. 12, 2021$ / sharesY
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Probability for completion of business combination (in percentage)	90.00%
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		11.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		9.87
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		15
Probability of completing a Business Combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		90
Term in Years
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input | Y		5
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		0.50
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input		0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 2021	$ 0
Fair value as of September 30, 2021	15,990,000
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 2021	0
Initial measurement on January 12, 2021	15,990,000
Change in valuation inputs or other assumptions	0
Fair value as of September 30, 2021	15,990,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 2021	0
Initial measurement on January 12, 2021	10,350,000
Change in valuation inputs or other assumptions	0
Fair value as of September 30, 2021	10,350,000
Fair value of the Public Warrants transferred from Level 3 to Level 1	10,350,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 2021	0
Initial measurement on January 12, 2021	5,640,000
Change in valuation inputs or other assumptions	0
Fair value as of September 30, 2021	5,640,000
Fair value of the Private Warrants transferred from Level 3 to Level 2	$ 5,640,000

FAIR VALUE MEASUREMENTS - Cha_2

FAIR VALUE MEASUREMENTS - Change in the Fair Value of Working Capital Promissory Notes (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Proceeds received Working Capital Promissory Notes	$ 275,000
Change in fair value	(89,000)
Fair value as of September 30, 2021	$ 186,000