PWP Forward Acquisition Corp I (FRW) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-40185
Entity Registrant Name	PWP FORWARD ACQUISITION CORP. I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3098890
Entity Address, Address Line One	767 Fifth Avenue
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10153
City Area Code	212
Local Phone Number	287-3200
Entity Current Reporting Status	No
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	0001825739
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	FRWAU
Security Exchange Name	NASDAQ
Class A common stock included as part of the units
Document Information [Line Items]
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	FRW
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	FRWAW
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		21,163,433
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,290,858

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 1,028,218	$ 293,179
Prepaid expenses	396,447
Total current assets	1,424,665	293,179
Investments held in Trust Account	211,637,970
Deferred offering costs		417,247
Total Assets	213,062,635	710,426
Current liabilities:
Accounts payable	131,538	385,711
Accrued expenses	70,000	9,250
Franchise tax payable	97,584	1,670
Notes payable- related party		300,000
Total current liabilities	299,122	696,631
Deferred Legal Fees	1,125,355
Derivative warrant liabilities	8,807,200
Deferred underwriting commissions	7,407,202
Total Liabilities	17,638,879	696,631
Commitments and contingencies
Stockholder's Equity
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding as of June 30, 2021 and December 31, 2020
Additional paid-in capital	3,917,977	24,425
Accumulated deficit	1,081,288	(11,205)
Total Stockholder's equity	5,000,006	13,795
Total Liabilities and Stockholders' Equity	213,062,635	710,426
Class A Common Stock
Stockholder's Equity
Total Stockholder's equity	212
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock, $0.0001 par value; 19,042,375 and -0- shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively	190,423,750
Class A Common Stock Not Subject to Redemption
Stockholder's Equity
Common stock	212
Class B Common Stock
Stockholder's Equity
Common stock	529	575
Total Stockholder's equity	$ 529	$ 575

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	Jun. 30, 2021$ / 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	80,000,000
Common shares, shares issued	2,121,058
Common shares, shares outstanding	2,121,058
Class A Common Stock Subject to Redemption
Temporary Equity, par value, (per share) | $ / shares	$ 0.0001
Temporary equity, shares issued	19,042,375
Temporary equity, shares outstanding	19,042,375
Purchase price, per unit | $ / shares	$ 10
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	80,000,000
Common shares, shares issued	2,121,058
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	5,290,858
Common shares, shares outstanding	5,290,858

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
General and administrative expenses	$ 726,398	$ 976,540
General and administrative expenses - related party	30,000	40,000
Franchise tax expenses	49,232	97,667
Loss from operations	(805,630)	(1,114,207)
Other income (expense)
Change in fair value of derivative warrant liabilities	2,600,220	2,600,220
Offering costs associated with derivative warrant liabilities	0	(397,160)
Income from investments held in Trust Account	3,147	3,640
Net income	$ 1,797,737	$ 1,092,493
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted	18,864,577	18,676,281
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ 0	$ 0
Weighted average shares outstanding of non-redeemable common stock, basic and diluted	7,589,714	6,655,433
Basic and diluted net income per share, non-redeemable common stock	$ 0.24	$ 0.16

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020		$ 575	$ 24,425	$ (11,205)	$ 13,795
Balance at the beginning (in shares) at Dec. 31, 2020		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross	$ 2,116		205,875,764		205,877,880
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross (in shares)	21,163,433
Offering costs			(12,142,129)		(12,142,129)
Excess cash received over the fair value of the private warrants			581,717		581,717
Forfeiture of Class B common stock		$ (46)	46
Forfeiture of Class B common stock (in shares)		(459,142)
Common stock subject to possible redemption	$ (1,886)		(188,624,124)		(188,626,010)
Common stock subject to possible redemption (in shares)	(18,862,601)
Net loss				(705,244)	(705,244)
Balance at the end at Mar. 31, 2021	$ 230	$ 529	5,715,699	(716,449)	5,000,009
Balance at the end (in shares) at Mar. 31, 2021	2,300,832	5,290,858
Balance at the beginning at Dec. 31, 2020		$ 575	24,425	(11,205)	13,795
Balance at the beginning (in shares) at Dec. 31, 2020		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					1,092,493
Balance at the end at Jun. 30, 2021	$ 212	$ 529	3,917,977	1,081,288	5,000,006
Balance at the end (in shares) at Jun. 30, 2021	2,121,058	5,290,858
Balance at the beginning at Mar. 31, 2021	$ 230	$ 529	5,715,699	(716,449)	5,000,009
Balance at the beginning (in shares) at Mar. 31, 2021	2,300,832	5,290,858
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock subject to possible redemption	$ (18)		(1,797,722)		(1,797,740)
Common stock subject to possible redemption (in shares)	(179,774)
Net loss				1,797,737	1,797,737
Balance at the end at Jun. 30, 2021	$ 212	$ 529	$ 3,917,977	$ 1,081,288	$ 5,000,006
Balance at the end (in shares) at Jun. 30, 2021	2,121,058	5,290,858

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	6 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,092,493
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs associated with derivative warrant liabilities	397,160
Change in fair value of derivative warrant liabilities	(2,600,220)
Income from investments held in Trust Account	(3,640)
Changes in operating assets and liabilities:
Prepaid expenses	(396,447)
Accounts payable	(158,505)
Franchise tax payable	95,914
Deferred legal fees	747,456
Net cash used in operating activities	(825,789)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(211,634,330)
Net cash used in investing activities	(211,634,330)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(300,000)
Proceeds received from initial public offering, gross	211,634,330
Proceeds received from private placement	6,232,687
Reimbursement from underwriter	634,903
Offering costs paid	(5,006,762)
Net cash provided by financing activities	213,195,158
Net increase in cash	735,039
Cash - beginning of the period	293,179
Cash - end of the period	1,028,218
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	65,000
Offering costs included in accrued expenses	70,000
Reversal of accrued expenses	9,250
Reclassification of outstanding accounts payable to deferred legal fees	160,668
Deferred legal fees in connection with the initial public offering	217,231
Deferred underwriting commissions	7,407,202
Initial value of Class A common stock subject to possible redemption	177,646,380
Change in value of Class A common stock subject to possible redemption	$ 12,777,370

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations PWP Forward Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and the search for a target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective March 9, 2021. On March 12, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units (the “Over-Allotment Units”) pursuant to the exercise of such option, generating gross proceeds of approximately $11.6 million, and incurred additional offering costs of approximately $640,000 in offering costs (of which approximately $407,000 was for deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on March 18, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 155,124 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $233,000. Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and have been, and will continue to be invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on March 18, 2021, an aggregate of approximately $11.6 million of the net proceeds of the sale of the Over-Allotment Units and the additional Private Placement was placed in the Trust Account, for a total amount of approximately $211.6 million. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The ­Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 12, 2023 (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $1.0 million in its operating bank account and working capital of approximately $1.2 million (not taking into consideration approximately $98,000 of franchise tax obligations that may be paid using investment income earned from the Trust Account). Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and loan proceeds from the Company’s Sponsor of $300,000. The loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 statement. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities.When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account. As of June 30, 2021, 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 Measurements” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 4,232,686 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The estimated fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make-whole table, per the warrant agreement, at the earliest possible date. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public and Private Placement Warrants at June 30, 2021 is based on observable listed prices for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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, as of June 30, 2021, 19,042,375 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes 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 statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $233,000 and $2,000, respectively, with a full valuation allowance against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 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 is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,387,810 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on investments held in the Trust Account attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Six Months Ended ​ ​ June 30, ​ June 30, ​ 2021 2021 Class A Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Earnings allocable to Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Income from investments held in Trust Account ​ $ 2,832 ​ $ 3,275 Less: Company’s portion available to be withdrawn to pay taxes ​ ​ (2,832) ​ ​ (3,275) Net income attributable ​ $ — ​ $ — Denominator: Weighted average Class A common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 18,864,577 ​ ​ 18,676,281 Basic and diluted net income per share ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net income minus Net Earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 1,797,737 ​ $ 1,092,493 Net income allocable to Class A common stock subject to possible redemption ​ — ​ — Non-redeemable net loss ​ $ 1,797,737 ​ $ 1,092,493 Denominator: weighted average Non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Non-redeemable common stock ​ ​ 7,589,714 ​ ​ 6,655,433 Basic and diluted net income per share, Non-redeemable common stock ​ $ 0.24 ​ $ 0.16 ​ Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On March 12, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 was for deferred underwriting commissions and deferred legal fees, respectively. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Over-Allotment Units pursuant to the exercise of such option, generating gross proceeds of approximately $11.6 million, and incurred additional offering costs of approximately $640,000 in offering costs (of which approximately $407,000 was for deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On October 6, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) 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 dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization 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. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Our board of directors, in exercising its business judgment and subject to its fiduciary duties, may seek one or more amendments to or waivers of such agreements in connection with the consummation of our initial Business Combination. Any such amendments or waivers would not require approval from our stockholders and may result in the completion of our initial Business Combination that may not otherwise have been possible. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Concurrent with the closing of the Over-Allotment, the Company issued 155,124 Private Placement Warrants to the Sponsor in a private placement, generating gross proceeds to the Company of approximately $233,000, including cash proceeds of approximately $22,000 in excess of the fair value of the Private Placement Warrants issued to the Sponsor. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On October 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the Note and repaid this in full upon the closing of the Initial Public Offering and Private Placement. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay an entity related to the Sponsor a total of $10,000 per month for office space, administrative and support services. During the three and six months ended June 30, 2021 the Company incurred $30,000 and $40,000 of such fees, respectively. The amount payable of $40,000 has been included in accounts payable on the condensed balance sheet. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies.
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company would not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on March 18, 2021, the underwriters were entitled to an additional fee of approximately $233,000 paid upon closing, and approximately $407,000 in deferred underwriting commissions. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer a portion of their fees (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of June 30, 2021, the Company has deferred legal fees of approximately $1.1 million in connection with such services on the accompanying balance sheet.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity
Stockholders' Equity	Note 6 — Stockholders’ Equity Preferred Stock — outstanding Class A Common Stock — Class B Common Stock — Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. ​

Warrants

Warrants	6 Months Ended
	Jun. 30, 2021
Warrants
Warrants	Note 7 — Warrants As of June 30, 2021, the Company had 4,232,686 Public Warrants and 4,155,124 Private Placement 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 (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price 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 (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. ​

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - Money market fund ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 211,637,970 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public warrants ​ $ 4,444,320 ​ $ — ​ $ — Derivative warrant liabilities - Private placement warrants ​ $ — ​ $ 4,362,880 ​ $ — ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as all of the significant inputs to the valuation model used to estimate the fair value of the Private Placement Warrants became directly or indirectly observable from the listed Public Warrants. The Company utilized a binomial / lattice model to estimate the fair value of the Public Warrants and Private Placement Warrants at issuance and at March 31, 2021. Beginning in May 2021 the listed price of the Public Warrants is used to estimate fair value of the Public Warrants and the significant inputs to the valuation model used to estimate the fair value of the Private Placement Warrants became directly or indirectly observable from the listed Public Warrants. For the three and six months ended June 30, 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $2.6 million and $2.6 million, respectively, which is presented in the accompanying condensed statements of operations. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipated remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ March 12, 2021 ​ Exercise price ​ $ 11.50 ​ Volatility ​ 25.0 % Term ​ 5.5 ​ Risk-free rate ​ 1.00 % ​ The change in the fair value of Level 3 derivative warrant liabilities for the six months ended June 30, 2021 is summarized as follows: ​ ​ ​ ​ ​ Level 3 - Derivative warrant liabilities at March 12, 2021 (inception) ​ $ — Issuance of Public and Private Warrants ​ ​ 11,407,420 Change in fair value of derivative warrant liabilities ​ ​ — Level 3 - Derivative warrant liabilities at March 31, 2021 ​ 11,407,420 Transfer of Public Warrants to Level 1 ​ (5,756,450) Transfer of Private Placement Warrants to Level 2 ​ (5,650,970) Derivative warrant liabilities at June 30, 2021 ​ $ — ​

Revision to Prior Period Financ

Revision to Prior Period Financial Statements	6 Months Ended
	Jun. 30, 2021
Revision to Prior Period Financial Statements
Revision to Prior Period Financial Statements	Note 9 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement due to its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated March 12, 2021, filed on Form 8-K on March 18, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Following their issuance on March 12, 2021, the Company’s warrants had been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of ASC 815. The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815 to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 12, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 12, 2021 ​ ​ As Previously ​ Restatement ​ ​ ​ ​ Reported ​ Adjustments ​ As Restated Balance Sheet ​ ​ ​ ​ Total assets $ 202,077,536 $ — $ 202,077,536 Liabilities and stockholders’ equity Total current liabilities $ 645,828 $ — $ 645,828 Deferred underwriting commissions 7,000,000 — 7,000,000 Deferred legal fees 377,899 — 377,899 Derivative warrant liabilities — ​ 11,407,420 11,407,420 Total liabilities 8,023,727 11,407,420 19,431,147 Class A common stock, $0.0001 par value; shares subject to possible redemption 189,053,800 (11,407,420) 177,646,380 Stockholders’ equity Preferred shares- $0.0001 par value ​ — — — Class A common stock - $0.0001 par value 109 115 224 Class B common stock - $0.0001 par value 575 — 575 Additional paid-in-capital 5,071,116 397,045 5,468,161 Accumulated deficit (71,791) (397,160) (468,951) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 202,077,536 ​ $ — ​ $ 202,077,536 ​

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 statement. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of June 30, 2021 and December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities.When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account. As of June 30, 2021, 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 Measurements” approximates the carrying amounts represented in the balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 4,232,686 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The estimated fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make-whole table, per the warrant agreement, at the earliest possible date. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public and Private Placement Warrants at June 30, 2021 is based on observable listed prices for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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, as of June 30, 2021, 19,042,375 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes	Income Taxes 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 statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $233,000 and $2,000, respectively, with a full valuation allowance against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 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 Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,387,810 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on investments held in the Trust Account attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Six Months Ended ​ ​ June 30, ​ June 30, ​ 2021 2021 Class A Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Earnings allocable to Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Income from investments held in Trust Account ​ $ 2,832 ​ $ 3,275 Less: Company’s portion available to be withdrawn to pay taxes ​ ​ (2,832) ​ ​ (3,275) Net income attributable ​ $ — ​ $ — Denominator: Weighted average Class A common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 18,864,577 ​ ​ 18,676,281 Basic and diluted net income per share ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net income minus Net Earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 1,797,737 ​ $ 1,092,493 Net income allocable to Class A common stock subject to possible redemption ​ — ​ — Non-redeemable net loss ​ $ 1,797,737 ​ $ 1,092,493 Denominator: weighted average Non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Non-redeemable common stock ​ ​ 7,589,714 ​ ​ 6,655,433 Basic and diluted net income per share, Non-redeemable common stock ​ $ 0.24 ​ $ 0.16
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Summary of Significant Accounting Policies
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended For the Six Months Ended ​ ​ June 30, ​ June 30, ​ 2021 2021 Class A Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Earnings allocable to Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Income from investments held in Trust Account ​ $ 2,832 ​ $ 3,275 Less: Company’s portion available to be withdrawn to pay taxes ​ ​ (2,832) ​ ​ (3,275) Net income attributable ​ $ — ​ $ — Denominator: Weighted average Class A common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 18,864,577 ​ ​ 18,676,281 Basic and diluted net income per share ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net income minus Net Earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 1,797,737 ​ $ 1,092,493 Net income allocable to Class A common stock subject to possible redemption ​ — ​ — Non-redeemable net loss ​ $ 1,797,737 ​ $ 1,092,493 Denominator: weighted average Non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Non-redeemable common stock ​ ​ 7,589,714 ​ ​ 6,655,433 Basic and diluted net income per share, Non-redeemable common stock ​ $ 0.24 ​ $ 0.16

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - Money market fund ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 211,637,970 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public warrants ​ $ 4,444,320 ​ $ — ​ $ — Derivative warrant liabilities - Private placement warrants ​ $ — ​ $ 4,362,880 ​ $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ March 12, 2021 ​ Exercise price ​ $ 11.50 ​ Volatility ​ 25.0 % Term ​ 5.5 ​ Risk-free rate ​ 1.00 %
Schedule of change in the fair value of the warrant liabilities	The change in the fair value of Level 3 derivative warrant liabilities for the six months ended June 30, 2021 is summarized as follows: ​ ​ ​ ​ ​ Level 3 - Derivative warrant liabilities at March 12, 2021 (inception) ​ $ — Issuance of Public and Private Warrants ​ ​ 11,407,420 Change in fair value of derivative warrant liabilities ​ ​ — Level 3 - Derivative warrant liabilities at March 31, 2021 ​ 11,407,420 Transfer of Public Warrants to Level 1 ​ (5,756,450) Transfer of Private Placement Warrants to Level 2 ​ (5,650,970) Derivative warrant liabilities at June 30, 2021 ​ $ —

Revision to Prior Period Fina_2

Revision to Prior Period Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2021
Revision to Prior Period Financial Statements
Schedule of impact of the revision to prior period balance sheet	The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 12, 2021 ​ ​ As Previously ​ Restatement ​ ​ ​ ​ Reported ​ Adjustments ​ As Restated Balance Sheet ​ ​ ​ ​ Total assets $ 202,077,536 $ — $ 202,077,536 Liabilities and stockholders’ equity Total current liabilities $ 645,828 $ — $ 645,828 Deferred underwriting commissions 7,000,000 — 7,000,000 Deferred legal fees 377,899 — 377,899 Derivative warrant liabilities — ​ 11,407,420 11,407,420 Total liabilities 8,023,727 11,407,420 19,431,147 Class A common stock, $0.0001 par value; shares subject to possible redemption 189,053,800 (11,407,420) 177,646,380 Stockholders’ equity Preferred shares- $0.0001 par value ​ — — — Class A common stock - $0.0001 par value 109 115 224 Class B common stock - $0.0001 par value 575 — 575 Additional paid-in-capital 5,071,116 397,045 5,468,161 Accumulated deficit (71,791) (397,160) (468,951) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 202,077,536 ​ $ — ​ $ 202,077,536

Description of Organization a_2

Description of Organization and Business Operations (Details)	Mar. 18, 2021USD ($)shares	Mar. 12, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)item$ / sharesshares	Oct. 06, 2020USD ($)$ / shares
Subsidiary, Sale of Stock [Line Items]
Payment of offering costs			$ 5,006,762
Deferred underwriting commissions		$ 7,000,000	7,407,202
Deferred legal fees		$ 377,899	1,125,355
Proceeds received from private placement			6,232,687
Payments for investment of cash in Trust Account	$ 211,600,000		$ 211,634,330
Duration Of Combination Period			24 months
Amount of operating bank accounts			$ 1,000,000
Amount of working capital			1,200,000
Franchise tax obligations			$ 98,000
Outstanding balance of related party note				$ 300,000
Period From Business Combination For Which Company Believes There Will Be Sufficient Working Capital And Borrowing Capacity To Meet Its Needs			1 year
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			4,155,124
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			4,232,686
Founder Shares | Sponsor
Subsidiary, Sale of Stock [Line Items]
Consideration received			$ 25,000
Proceeds from promissory note - related party			300,000
Working Capital Loans
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares				$ 1.50
Outstanding balance of related party note			$ 0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		20,000,000
Purchase price, per unit | $ / shares		$ 10	$ 10
Proceeds from issuance initial public offering		$ 200,000,000
Payment of offering costs		11,900,000
Deferred underwriting commissions		7,000,000
Deferred legal fees		$ 378,000
Payments for investment of cash in Trust Account			$ 200,000,000
Condition for future business combination number of businesses minimum | item			1
Condition for future business combination use of proceeds percentage			80
Thres hold Percentage Of Outstanding Voting Securities Of 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
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 interest to pay for Dissolution expenses			$ 100,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			4,000,000
Proceeds received from private placement			$ 6,000,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			4,000,000
Price of warrant | $ / shares			$ 1.50
Proceeds received from private placement			$ 6,000,000
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			155,124
Proceeds received from private placement			$ 233,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	1,163,433		3,000,000
Proceeds from issuance initial public offering	$ 11,600,000
Payment of offering costs	640,000
Deferred underwriting commissions	$ 407,000
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	155,124
Proceeds received from private placement	$ 233,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Cash equivalents	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
Deferred tax assets	$ 233,000	$ 2,000
Anti-dilutive securities attributable to warrants (in shares)	8,387,810
Federal Depository Insurance Coverage	$ 250,000
Public Warrants
Number of warrants to purchase shares issued	4,232,686
Private Placement Warrants
Number of warrants to purchase shares issued	4,155,124

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation Summary of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding	18,864,577		18,676,281
Basic and diluted net income per share	$ 0		$ 0
Numerator: Net income minus Net Earnings
Net income	$ 1,797,737	$ (705,244)	$ 1,092,493
Non-redeemable net loss	$ 1,797,737		$ 1,092,493
Denominator: weighted average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock	7,589,714		6,655,433
Basic and diluted net income per share, Non-redeemable common stock	$ 0.24		$ 0.16
Class A Common Stock Subject to Redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Income from investments held in Trust Account	$ 2,832		$ 3,275
Less: Company's portion available to be withdrawn to pay taxes	$ (2,832)		$ (3,275)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding	18,864,577		18,676,281

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Mar. 18, 2021	Mar. 12, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Payment of offering costs			$ 5,006,762
Deferred underwriting commissions		$ 7,000,000	$ 7,407,202
Number of shares in a unit	1
Number of warrants in a unit	0.20
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold		20,000,000
Purchase price, per unit		$ 10	$ 10
Proceeds from issuance initial public offering		$ 200,000,000
Payment of offering costs		11,900,000
Deferred underwriting commissions		7,000,000
deferred legal fees		$ 378,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,163,433		3,000,000
Proceeds from issuance initial public offering	$ 11,600,000
Payment of offering costs	640,000
Deferred underwriting commissions	$ 407,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Mar. 18, 2021shares	Mar. 16, 2021shares	Oct. 06, 2020USD ($)item$ / sharesshares	Mar. 31, 2021shares	Jun. 30, 2021item$ / sharesshares	Mar. 12, 2021$ / shares	Dec. 31, 2020$ / shares
Private Placement Warrants
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion					30 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item					30
Over-allotment option
Related Party Transaction [Line Items]
Number of units sold	1,163,433				3,000,000
Class A Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Number of units sold				21,163,433
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Number of shares forfeitured		459,142	750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Class B Common Stock | Over-allotment option
Related Party Transaction [Line Items]
Number of units sold		1,163,433
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Number of shares forfeitured			750,000
Sponsor | Class A Common Stock
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sale of shares or warrants, after the completion of the initial business combination			1 year
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			5,750,000
Common shares, par value, (per share) | $ / shares			$ 0.0001
Founder Shares | Sponsor | Class A Common Stock
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
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item			20
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Sponsor | Class A Common Stock | Maximum
Related Party Transaction [Line Items]
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $			30

Related Party Transactions - Pr

Related Party Transactions - Private Placement Warrant (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Mar. 18, 2021
Related Party Transaction [Line Items]
Proceeds received from private placement	$ 6,232,687
Number of shares issuable per warrant		1
Exercise price of warrants	$ 11.50	$ 11.50
Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued	4,000,000
Price of warrants (in dollars per share)	$ 1.50
Proceeds received from private placement	$ 6,000,000
Private Placement | Sponsor
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued	155,124
Proceeds received from private placement	$ 233,000
Cash proceeds in excess of the fair value of private placement warrants	$ 22,000
Class A Common Stock | Private Placement
Related Party Transaction [Line Items]
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Mar. 12, 2021	Jun. 30, 2021	Jun. 30, 2021	Oct. 06, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 500,000
Outstanding balance of related party note				300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred and paid		$ 30,000	$ 40,000
Accounts payable related to parties		40,000	40,000
Working Capital Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note		$ 0	$ 0
Loan conversion agreement warrant				$ 1,500,000
Price of warrant				$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 18, 2021	Jun. 30, 2021	Mar. 12, 2021
Subsidiary, Sale of Stock [Line Items]
Deferred fee per unit		$ 0.35
Aggregate deferred underwriting fee payable		$ 7,000,000
Underwriting cash discount per unit		$ 0.20
Underwriter cash discount		$ 4,000,000
Underwriters additional fee		233,000
Deferred underwriting commissions		407,000
Deferred legal fees		$ 1,125,355	$ 377,899
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Overallotment option period		45 days
Number of units sold	1,163,433	3,000,000
Services
Subsidiary, Sale of Stock [Line Items]
Deferred legal fees		$ 1,100,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2021	Mar. 12, 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	$ 0.0001
Preferred shares, shares issued	0		0
Preferred shares, shares outstanding	0		0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	Mar. 18, 2021shares	Mar. 16, 2021shares	Mar. 31, 2021shares	Jun. 30, 2021Vote$ / sharesshares	Mar. 12, 2021$ / shares	Dec. 31, 2020$ / sharesshares	Oct. 06, 2020shares
Class of Stock [Line Items]
Initial Business Combination Shares Issuable As percent Of Outstanding Share							20.00%
Over-allotment option
Class of Stock [Line Items]
Number of units sold	1,163,433			3,000,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				80,000,000		80,000,000
Common shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)				2,121,058
Common shares, shares outstanding (in shares)				2,121,058		0
Number of units sold			21,163,433
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Temporary equity, shares issued				19,042,375
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				80,000,000
Common shares, par value (in dollars per share) | $ / shares				$ 0.0001
Common shares, shares issued (in shares)				2,121,058
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	$ 0.0001
Common shares, votes per share | Vote				1
Common shares, shares issued (in shares)				5,290,858		5,750,000	5,750,000
Common shares, shares outstanding (in shares)				5,290,858		5,750,000	5,750,000
Initial Business Combination Shares Issuable As percent Of Outstanding Share				20.00%
Number of shares forfeitured		459,142					750,000
Class B Common Stock | Over-allotment option
Class of Stock [Line Items]
Number of units sold		1,163,433

Warrants (Details)

Warrants (Details)	6 Months Ended
	Jun. 30, 2021USD ($)item$ / sharesshares	Mar. 18, 2021$ / shares
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Share price trigger used to measure dilution of warrant	$ 9.20
Warrant exercise price adjustment multiple	115
Exercise price of warrant	$ 11.50	$ 11.50
Class A Common Stock
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.361
Warrants
Class of Warrant or Right [Line Items]
Number of trading days on which fair market value of shares is reported | item	10
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	4,232,686
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
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
Redemption period	30 days
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | $	20
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]
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | $	20
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]
Warrant redemption condition minimum share price scenario two	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	4,155,124
Restrictions on transfer period of time after business combination completion	30 days

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2021	Mar. 12, 2021
Liabilities:
Derivative warrant liabilities	$ 8,807,200	$ 11,407,420
Level 1 | Public Warrants
Liabilities:
Derivative warrant liabilities	4,444,320
Level 1 | Money market fund
Assets:
Investments held in Trust Account - Money market fund	211,637,970
Level 2 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 4,362,880

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	Mar. 12, 2021USD ($)$ / shares
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $ / shares	11.50
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	25
Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $	5.5
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
Level 1 | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfer of Warrants		$ (5,756,450)
Level 2 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfer of Warrants		(5,650,970)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at (inception)	$ 0	11,407,420
Issuance of Public and Private Warrants	11,407,420
Change in fair value of derivative warrant liabilities	0
Warrant liabilities at end of period	$ 11,407,420	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Fair Value Measurements
Change in fair value of derivative warrant liabilities	$ 2,600,220	$ 2,600,220

Revision to Prior Period Fina_3

Revision to Prior Period Financial Statements (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Mar. 12, 2021	Dec. 31, 2020
Assets:
Total Assets	$ 213,062,635		$ 202,077,536	$ 710,426
Liabilities and stockholders' equity
Total current liabilities	299,122		645,828	696,631
Deferred underwriting commissions	7,407,202		7,000,000
Deferred Legal Fees	1,125,355		377,899
Derivative warrant liabilities	8,807,200		11,407,420
Total Liabilities	17,638,879		19,431,147	696,631
Stockholder's Equity
Preferred shares- $0.0001 par value
Additional paid-in capital	3,917,977		5,468,161	24,425
Accumulated deficit	1,081,288		(468,951)	(11,205)
Total Stockholder's equity	5,000,006	$ 5,000,009	5,000,009	13,795
Total Liabilities and Stockholders' Equity	$ 213,062,635		$ 202,077,536	$ 710,426
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
As Previously Reported
Assets:
Total Assets			$ 202,077,536
Liabilities and stockholders' equity
Total current liabilities			645,828
Deferred underwriting commissions			7,000,000
Deferred Legal Fees			377,899
Total Liabilities			8,023,727
Stockholder's Equity
Preferred shares- $0.0001 par value
Additional paid-in capital			5,071,116
Accumulated deficit			(71,791)
Total Stockholder's equity			5,000,009
Total Liabilities and Stockholders' Equity			202,077,536
Restatement Adjustments
Liabilities and stockholders' equity
Derivative warrant liabilities			11,407,420
Total Liabilities			11,407,420
Stockholder's Equity
Preferred shares- $0.0001 par value
Additional paid-in capital			397,045
Accumulated deficit			(397,160)
Class A Common Stock
Stockholder's Equity
Common stock			$ 224
Total Stockholder's equity	$ 212	230
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	0.0001
Class A Common Stock | As Previously Reported
Stockholder's Equity
Common stock			$ 109
Class A Common Stock | Restatement Adjustments
Stockholder's Equity
Common stock			115
Class A Common Stock Subject to Redemption
Liabilities and stockholders' equity
Class A common shares, $0.0001 par value; shares subject to possible redemption	$ 190,423,750		$ 177,646,380
Stockholder's Equity
Temporary Equity, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Class A Common Stock Subject to Redemption | As Previously Reported
Liabilities and stockholders' equity
Class A common shares, $0.0001 par value; shares subject to possible redemption			$ 189,053,800
Class A Common Stock Subject to Redemption | Restatement Adjustments
Liabilities and stockholders' equity
Class A common shares, $0.0001 par value; shares subject to possible redemption			(11,407,420)
Class B Common Stock
Stockholder's Equity
Common stock	$ 529		$ 575	$ 575
Total Stockholder's equity	$ 529	$ 529		$ 575
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Class B Common Stock | As Previously Reported
Stockholder's Equity
Common stock			$ 575