Rover Group Inc - Ordinary Shares (ROVR) 10-Q 13 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Jul. 30, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001826018
Entity Registrant Name	Rover Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39774
Entity Tax Identification Number	85-3147201
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity Address, Address Line One	720 Olive Way
Entity Address, Address Line Two	19th Floor
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	888
Local Phone Number	453-7889
Entity Information, Former Legal or Registered Name	Nebula Caravel Acquisition Corp.
Entity Common Stock, Shares Outstanding		157,199,138
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ROVR
Security Exchange Name	NASDAQ
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ROVRW
Security Exchange Name	NASDAQ
Former Address
Document Information [Line Items]
Entity Address, Address Line One	Four Embarcadero Center
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
City Area Code	94111

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 31,197	$ 1,005,345
Prepaid expenses	570,626	766,876
Total current assets	601,823	1,772,221
Investments held in Trust Account	275,033,543	275,000,000
Total assets	275,635,366	276,772,221
Current liabilities:
Accounts payable	46,895	32,531
Accrued expenses	3,517,815	75,000
Due to related party	29,172	6,610
Franchise tax payable	64,802	56,488
Total current liabilities	3,658,684	170,629
Deferred underwriting commissions	9,625,000	9,625,000
Derivative warrant liabilities	30,885,000	16,905,000
Total Liabilities	44,168,684	26,700,629
Commitments and Contingencies
Class A common stock, $0.0001 par value; 22,646,668 and 24,507,159 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively	226,466,680	245,071,590
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	25,315,911	6,711,187
Accumulated deficit	(20,317,082)	(1,712,172)
Total stockholders' equity	5,000,002	5,000,002
Total Liabilities and Stockholders' Equity	275,635,366	276,772,221
Class A Common Stock
Stockholders' Equity:
Common stock, value	485	299
Total stockholders' equity	485	299
Class B Common Stock
Stockholders' Equity:
Common stock, value	688	688
Total stockholders' equity	$ 688	$ 688

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption	22,646,668	24,507,159
Common stock, per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	4,853,332	2,992,841
Common stock, shares outstanding	4,853,332	2,992,841
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,875,000	6,875,000
Common stock, shares outstanding	6,875,000	6,875,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
General and administrative expenses	$ 763,902	$ 4,557,486
Franchise tax expense	50,663	100,967
Total operating expenses	(814,565)	(4,658,453)
Other income (expense)
Interest earned on investments held in Trust Account	21,803	33,543
Change in fair value of derivative warrant liabilities	(14,671,670)	(13,980,000)
Net loss	(15,464,432)	(18,604,910)
Class A Common Stock
Other income (expense)
Net loss	$ 21,803	$ 33,543
Weighted average shares outstanding	27,500,000	27,500,000
Basic and diluted net income per share	$ 0	$ 0
Class B Common Stock
Other income (expense)
Weighted average shares outstanding	6,875,000	6,875,000
Basic and diluted net income per share	$ (2.25)	$ (2.71)

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Total	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at Dec. 31, 2020	$ 5,000,002	$ 299	$ 688	$ 6,711,187	$ (1,712,172)
Balance (in Shares) at Dec. 31, 2020		2,992,841	6,875,000
Change in value of Class A common stock subject to possible redemption	3,140,480	$ 32		3,140,448
Change in value of Class A common stock subject to possible redemption (in Shares)		314,048
Net loss	(3,140,478)				(3,140,478)
Balance at Mar. 31, 2021	5,000,004	$ 331	$ 688	9,851,635	(4,852,650)
Balance (in Shares) at Mar. 31, 2021		3,306,889	6,875,000
Balance at Dec. 31, 2020	5,000,002	$ 299	$ 688	6,711,187	(1,712,172)
Balance (in Shares) at Dec. 31, 2020		2,992,841	6,875,000
Net loss	(18,604,910)
Balance at Jun. 30, 2021	5,000,002	$ 485	$ 688	25,315,911	(20,317,082)
Balance (in Shares) at Jun. 30, 2021		4,853,332	6,875,000
Balance at Mar. 31, 2021	5,000,004	$ 331	$ 688	9,851,635	(4,852,650)
Balance (in Shares) at Mar. 31, 2021		3,306,889	6,875,000
Change in value of Class A common stock subject to possible redemption	15,464,430	$ 154		15,464,276
Change in value of Class A common stock subject to possible redemption (in Shares)		1,546,443
Net loss	(15,464,432)				(15,464,432)
Balance at Jun. 30, 2021	$ 5,000,002	$ 485	$ 688	$ 25,315,911	$ (20,317,082)
Balance (in Shares) at Jun. 30, 2021		4,853,332	6,875,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statement of Cash Flows	6 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (18,604,910)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(33,543)
Change in fair value of derivative warrant liabilities	13,980,000
Changes in operating assets and liabilities:
Prepaid expenses	196,250
Accounts payable	14,364
Accrued expenses	3,442,815
Due to related party	22,562
Franchise tax payable	8,314
Net cash used in operating activities	(974,148)
Net decrease in cash	(974,148)
Cash - beginning of the period	1,005,345
Cash - end of the period	31,197
Supplemental disclosure of noncash financing activities:
Change in the initial value of Class A common stock subject to possible redemption	$ 18,604,910

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Rover Group, Inc., formerly known as Nebula Caravel Acquisition Corp. prior to July 30, 2021 (the “Company”), was a blank check company incorporated in Delaware on September 18, 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”). Business Combination On the Closing Date, the Company consummated the previously announced Merger pursuant to that certain Business Combination Agreement dated February 10, 2021 (the “Business Combination Agreement”) between Caravel, Merger Sub, and Legacy Rover. In connection with the closing of the Merger (the “Closing”), a business combination between Caravel and Legacy Rover was effectuated through the merger of Merger Sub with and into Legacy Rover, with Legacy Rover continuing as the surviving company and as a wholly-owned subsidiary of Caravel. On the Closing Date, Caravel changed its name from Nebula Caravel Acquisition Corp. to “Rover Group, Inc.” At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Business Combination Agreement, each share of Legacy Rover preferred stock, par value $0.00001 per share, that was convertible into a share of Legacy Rover common stock and each share of Legacy Rover common stock, par value $0.00001 per share, was canceled and converted into the right to receive a number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) equal to 1.0379, resulting in an aggregate of 124,475,258 shares of Class A Common Stock to be issued to Legacy Rover stockholders. No fractional shares of Class A Common Stock were issued upon the exchange of Legacy Rover preferred stock or Legacy Rover common stock. Any fractional shares were rounded down to the nearest whole share of Class A Common Stock, resulting in an aggregate total of $1,733.04 cash payments by the Company made to Legacy Rover stockholders in lieu of fractional shares. Upon completion of the Merger, and in accordance with the terms of the Business Combination Agreement, 32,434,987 shares of Legacy Rover common stock and 87,496,938 shares of Legacy Rover preferred stock were also cancelled and converted into the right to receive a pro rata portion of up to 22,500,000 shares of Class A Common Stock in the aggregate that will be issued at a future date should the Class A Common Stock achieve certain tiered trading price thresholds during the seven year period immediately following the Closing Date. In connection with the Closing, the Company (a) issued and sold an aggregate of 5,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of $50.0 million pursuant to previously announced subscription agreements (the “PIPE Subscription Agreements”) with certain accredited investors (the “PIPE Investment”) (b) issued and sold an aggregate of 8,000,000 shares of Class A Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $80.0 million (the “Backstop Shares”) pursuant to the previously announced backstop subscription agreement (the “Backstop Subscription Agreement”) entered into with True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (together, the “TWC Funds”) and (c) issued and sold an aggregate of 1,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of $10.0 million pursuant to the previously announced assignment agreement with BBCM Master Fund Ltd., a Delaware limited partnership and the TWC Funds. In connection with the Closing, Caravel stockholders holding 14,677,808 shares of the Company’s common stock exercised their right to redeem such shares. As a result, approximately $146,778,080.00 of funds was withdrawn from the Company’s trust account (the “Trust Account”) to fund participant share redemptions. See the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2021 for more details. Business Prior to the Business Combination As of June 30, 2021, prior to the Business Combination, the Company had not commenced any operations. All activity for the period from September 18, 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 for its initial Business Combination. The Company had not generated any operating revenues as of June 30, 2021. Prior to the Business Combination, the Company had generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in the Trust Account and was subject to non-cash fluctuations for change in the fair value of derivative warrant liabilities in its statement of operations. The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2020. On December 11, 2020, the Company consummated its Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to cover over-allotments, at $ 10.00 per Unit, generating gross proceeds of $ 275.0 million, and incurring offering costs of approximately $ 15.7 million, inclusive of approximately $ 9.6 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,166,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to Nebula Caravel Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating proceeds of approximately $7.8 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $275.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the Trust Account located in the United States with American Stock Transfer & Trust Company acting as trustee, and are 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. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from September 18, 2020 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 7, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with those of 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. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $31,000 in its operating bank account and a working capital deficit of approximately $3.1 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $176,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December 11, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In 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, provide the Company Working Capital Loans (defined below, see Note 4). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 these funds for paying existing accounts payable and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, one of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, there were no cash equivalents held outside of the Trust Account. Investment Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed consolidated 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 Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and due to related party approximated their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants (as defined in Note 3 below) issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently has been measured based on the listed market price of such warrants. The fair value of the Private Placement Warrants has been estimated using Black-Scholes-Merton model (“Black-Scholes”). Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management 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. Offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the unaudited condensed consolidated statement of operations as incurred. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. All of the Company’s outstanding 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 unaudited condensed consolidated statements of operations. The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model. The fair value of the Private Placement Warrants were estimated using Black-Scholes. T he determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly . Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 22,646,668 and 24,507,159 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets, respectively. Net Income (Loss) Per Share of Common Stock The Company’s condensed consolidated statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B Common Stock outstanding for the periods. Class B common stock include the Founder Shares as these shares of common stock do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 21,803 $ 33,543 Less: Company's portion available to be withdrawn to pay taxes (21,803 ) (33,543 ) Net income attributable $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 27,500,000 27,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net income (loss) $ (15,464,432 ) $ (18,604,910 ) Net income allocable to Class A common stock — — Net income (loss) attributable $ (15,464,432 ) $ (18,604,910 ) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 6,875,000 6,875,000 Basic and diluted net loss per share, Class B common stock $ (2.25 ) $ (2.71 ) Recently adopted accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU 2020-06 did not impact the Company’s financial position and results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On , the Company consummated its Initial Public Offering of Units, at $10.00 per Unit, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $15.7 million, inclusive of $9.6 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On September 24, 2020, the Sponsor subscribed to purchase 7,906,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000, and subsequently paid for the subscription on September 28, 2020. In September and October 2020, the Sponsor transferred 25,000 Founder Shares to each of Messrs. Kerko, Wagner, Thompson and Ms. Wellman, the Company’s independent director nominees, in each case at the original per share purchase price. On November 18, 2020, the Sponsor cancelled 718,750 shares of Class B common stock, resulting in an aggregate of 7,187,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share cancellation. Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On December 11, 2020, the underwriters partially exercised the over-allotment option; thus, an aggregate of 312,500 Founder Shares was 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) with respect to 100% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination or (B) if True Wind Capital Management, L.P., an affiliate of the Sponsor provides funds toward the consummation of the initial Business Combination in an amount not less than $50,000,000 in the aggregate, then with respect to 50% of the Founder Shares, the earlier to occur of: (i) 180 days after completion of the initial Business Combination; or (ii) if the closing price of the 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 any time 90 days after completion of the initial Business Combination and with respect to the remaining 50% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.8 million. 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 24 months from the closing of the Initial Public Offering, or December 11, 2022 (or, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering, 27 months from the closing of the Initial Public Offering, or March 11, 2023) (the “Combination Period”), the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $350,000 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 approximately $176,000 under the Note and repaid this Note in full on December 11, 2020. Subsequent to the repayment, the facility was no longer available to the Company. 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. In addition, 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 audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. As of June 30, 2021, there was a due to related party account balance of approximately $29,000.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Forward Purchase Agreements In connection with the consummation of the Initial Public Offering, the Company entered into forward purchase agreements with certain institutional accredited investors (“Forward Purchasers”) that will provide for the aggregate purchase of at least $100,000,000 of Class A common stock at $10.00 per share, in a private placement that will close concurrently with the closing of the Business Combination. The Forward Purchasers’ commitments under the forward purchase agreements are subject to certain conditions described in the prospectus for the Initial Public Offering. The obligations under the forward purchase agreements will not depend on whether any shares of Class A common stock are redeemed by the holders of the Public Shares (the “Public Stockholders”). The Forward Purchasers will not receive any Founder Shares or warrants as part of the forward purchase agreements. The forward purchase shares will be identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (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), as well as the Forward Purchasers and their permitted transferees, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $9.6 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. Risks and uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	6 Months Ended
	Jun. 30, 2021
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 6—Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company has 5,500,000 Public Warrants and 5,166,667 Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the 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 has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 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 the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • 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 (except as described with respect to the Private Placement Warrants): • • • • 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.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders Equity Note [Abstract]
Stockholders' Equity	Note 7—Stockholders’ Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 27,500,000 shares of Class A common stock outstanding, including 22,646,668 shares and 24,507,159 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying condensed consolidated balance sheets, respectively. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 6,875,000 shares of Class B common stock outstanding with no shares subject to forfeiture. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment 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 sold in this offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such 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 total number of all shares of common stock outstanding upon 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 (including the forward purchase shares) excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8—Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 275,033,543 $ — $ — Liabilities: Derivative warrant liabilities $ 14,300,000 $ — $ 16,585,000 December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 275,000,000 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 16,905,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2021. Level 1 instruments include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently based on the listed market price of such warrants, a Level 1 measurement, as of June 30, 2021. The fair value of the Private Placement Warrants was estimated using the Black-Scholes model. For the three and six months ended June 30, 2021, the Company recognized income on the unaudited condensed consolidated statements of operations resulting in an increase in the fair value of liabilities of approximately $14.7 million and $14.0 million, respectively, presented as change in fair value of derivative warrant liabilities. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs utilized to measure the fair value of the Private Placement Warrants at the measurement dates and as of December 31, 2020, March 31, 2021 and June 30, 2021: As of June 30, 2021 As of March 31, 2021 As of December 31, 2020 Unit price $ 10.00 $ 10.00 $ 10.00 Volatility 40.5 % 21.0 % 14% - 23% Stock price $ 9.99 $ 9.92 $10.41 - $10.56 Expected life of the options to convert 5.08 5.25 5.72 Risk-free rate 0.88 % 0.98 % 0.46 % Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the Private Placement derivative warrant liabilities for the three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ 16,905,000 Transfer of Public Warrants to Level 1 (8,690,000 ) Change in fair value of derivative warrant liabilities (361,670 ) Derivative warrant liabilities at March 31, 2021 $ 7,853,330 Change in fair value of derivative warrant liabilities 8,731,670 Derivative warrant liabilities at June 30, 2021 $ 16,585,000

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 9—Income Taxes The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items in the related period. The effective tax rate for the three months and six months ended June 30, 2021 was 0% as a result of recording a full valuation allowance against the deferred tax assets. There were no unrecognized tax benefits as of June 30, 2021. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events As described in Note 1, the Company completed the Merger on July 30, 2021. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were available for issuance, require potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that, other than contained herein, all such events that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, one of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, there were no cash equivalents held outside of the Trust Account.
Investment Held in Trust Account	Investment Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed consolidated 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 Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and due to related party approximated their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants (as defined in Note 3 below) issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently has been measured based on the listed market price of such warrants. The fair value of the Private Placement Warrants has been estimated using Black-Scholes-Merton model (“Black-Scholes”).
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Derivative Warrant Liabilities	Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management 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. Offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the unaudited condensed consolidated statement of operations as incurred. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. All of the Company’s outstanding 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 unaudited condensed consolidated statements of operations. The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model. The fair value of the Private Placement Warrants were estimated using Black-Scholes. T he determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly . Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 22,646,668 and 24,507,159 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets, respectively.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company’s condensed consolidated statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B Common Stock outstanding for the periods. Class B common stock include the Founder Shares as these shares of common stock do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 21,803 $ 33,543 Less: Company's portion available to be withdrawn to pay taxes (21,803 ) (33,543 ) Net income attributable $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 27,500,000 27,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net income (loss) $ (15,464,432 ) $ (18,604,910 ) Net income allocable to Class A common stock — — Net income (loss) attributable $ (15,464,432 ) $ (18,604,910 ) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 6,875,000 6,875,000 Basic and diluted net loss per share, Class B common stock $ (2.25 ) $ (2.71 )
Recently adopted accounting standards	Recently adopted accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU 2020-06 did not impact the Company’s financial position and results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock	The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 21,803 $ 33,543 Less: Company's portion available to be withdrawn to pay taxes (21,803 ) (33,543 ) Net income attributable $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 27,500,000 27,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net income (loss) $ (15,464,432 ) $ (18,604,910 ) Net income allocable to Class A common stock — — Net income (loss) attributable $ (15,464,432 ) $ (18,604,910 ) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 6,875,000 6,875,000 Basic and diluted net loss per share, Class B common stock $ (2.25 ) $ (2.71 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy of Valuation Techniques	The following tables present information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 275,033,543 $ — $ — Liabilities: Derivative warrant liabilities $ 14,300,000 $ — $ 16,585,000 December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 275,000,000 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 16,905,000
Schedule of Level 3 Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs utilized to measure the fair value of the Private Placement Warrants at the measurement dates and as of December 31, 2020, March 31, 2021 and June 30, 2021: As of June 30, 2021 As of March 31, 2021 As of December 31, 2020 Unit price $ 10.00 $ 10.00 $ 10.00 Volatility 40.5 % 21.0 % 14% - 23% Stock price $ 9.99 $ 9.92 $10.41 - $10.56 Expected life of the options to convert 5.08 5.25 5.72 Risk-free rate 0.88 % 0.98 % 0.46 % Dividend yield 0.0 % 0.0 % 0.0 %
Schedule of Fair Value of Derivative Warrant Liabilities	The change in the fair value of the Private Placement derivative warrant liabilities for the three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ 16,905,000 Transfer of Public Warrants to Level 1 (8,690,000 ) Change in fair value of derivative warrant liabilities (361,670 ) Derivative warrant liabilities at March 31, 2021 $ 7,853,330 Change in fair value of derivative warrant liabilities 8,731,670 Derivative warrant liabilities at June 30, 2021 $ 16,585,000

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details)	Feb. 10, 2021USD ($)$ / sharesshares	Dec. 11, 2020USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)shares	Jun. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / shares	Sep. 18, 2020USD ($)
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Preferred stock, par value (in Dollars per share) | $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Common stock exercised, right to redeem value			$ 15,464,430	$ 3,140,480
Exercise price of warrants or rights (in Dollars per share) | $ / shares			$ 11.50		$ 11.50
Operating bank account			$ 31,000		$ 31,000
Working capital deficit			3,100,000		3,100,000
Cash payment to related party					25,000
Working capital loans			$ 0		0	$ 0	$ 1,500,000
Sponsor
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Loan proceeds from related party					$ 176,000
IPO
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Units issued during period shares new issues (in Shares) | shares		27,500,000
Share price (in Dollars per share) | $ / shares		$ 10
Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Units issued during period shares new issues (in Shares) | shares		2,500,000
Units issued during period values new issues		$ 275,000,000
Offering costs		15,700,000
Deferred underwriting commissions		$ 9,600,000
Private Placement
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Share price (in Dollars per share) | $ / shares		$ 10
Units issued during period values new issues		$ 275,000,000
Number of warrants or rights (in Shares) | shares			5,166,667		5,166,667
Exercise price of warrants or rights (in Dollars per share) | $ / shares			$ 1.50		$ 1.50
Proceeds from issuance of warrants					$ 7,800,000
Business Combination Agreement
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.00001
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.00001
Common stock exercised, right to redeem shares | shares	14,677,808
Common stock exercised, right to redeem value	$ 146,778,080
Business Combination Agreement | Common Stock
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Number of shares converted | shares	32,434,987
Business Combination Agreement | Preferred Stock
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Number of shares converted | shares	87,496,938
Class A Common Stock
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Common stock, par value (in Dollars per share) | $ / shares			$ 0.0001		$ 0.0001	$ 0.0001
Common stock exercised, right to redeem shares | shares			1,546,443	314,048
Common stock exercised, right to redeem value			$ 154	$ 32
Share price (in Dollars per share) | $ / shares		$ 11.50	$ 10		10
Class A Common Stock | Private Placement
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Shares Issued price per share (in Dollars per share) | $ / shares			$ 11.50		$ 11.50
Class A Common Stock | Business Combination Agreement
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Conversion ratio	1.0379
Number of stock issued upon conversion | shares	124,475,258
Cash payments for fractional shares	$ 1,733.04
Earn out shares of common stock | shares	22,500,000
Class A Common Stock | Business Combination Agreement | PIPE Subscription Agreements
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Shares Issued price per share (in Dollars per share) | $ / shares	$ 10
Purchase share of common stock (in Shares) | shares	5,000,000
Aggregate purchase price	$ 50,000,000
Class A Common Stock | Business Combination Agreement | Backstop Subscription Agreement
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Shares Issued price per share (in Dollars per share) | $ / shares	$ 10
Purchase share of common stock (in Shares) | shares	8,000,000
Aggregate purchase price	$ 80,000,000
Class A Common Stock | Business Combination Agreement | Assignment Agreement
Description Of Organization Business Operations And Basis Of Presentation Details [Line Items]
Shares Issued price per share (in Dollars per share) | $ / shares	$ 10
Purchase share of common stock (in Shares) | shares	1,000,000
Aggregate purchase price	$ 10,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash, FDIC insured amount	$ 250,000
ASU 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adoption date	Jan. 1, 2021
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, immaterial effect	true
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Common stock, subject to possible redemption	22,646,668	24,507,159

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income (Loss) per Share of Common Stock (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Numerator: Income allocable
Income from investments held in Trust Account	$ (15,464,432)	$ (18,604,910)
Class A Common Stock
Numerator: Income allocable
Income from investments held in Trust Account	21,803	33,543
Less: Company's portion available to be withdrawn to pay taxes	$ (21,803)	$ (33,543)
Denominator: Weighted average common stock
Basic and diluted weighted average shares outstanding,	27,500,000	27,500,000
Basic and diluted net income per share	$ 0	$ 0
Class B Common Stock
Numerator: Income allocable
Net income (loss)	$ (15,464,432)	$ (18,604,910)
Net income (loss) attributable	$ (15,464,432)	$ (18,604,910)
Denominator: Weighted average common stock
Basic and diluted weighted average shares outstanding,	6,875,000	6,875,000
Basic and diluted net income per share	$ (2.25)	$ (2.71)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 11, 2020	Jun. 30, 2021
Class A Common Stock
Initial Public Offering Details [Line Items]
Share price (in Dollars per share)	$ 11.50	$ 10
IPO
Initial Public Offering Details [Line Items]
Units issued during period shares new issues (in Shares)	27,500,000
Share price (in Dollars per share)	$ 10
Over-Allotment Option
Initial Public Offering Details [Line Items]
Units issued during period shares new issues (in Shares)	2,500,000
Units issued during period values new issues	$ 275
Offering costs	15.7
Deferred underwriting commissions	$ 9.6

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Dec. 11, 2020	Dec. 10, 2020	Nov. 18, 2020	Oct. 31, 2020	Sep. 30, 2020	Sep. 28, 2020	Sep. 24, 2020	Jun. 30, 2021	Dec. 31, 2020	Sep. 18, 2020
Related Party Transactions Details [Line Items]
Initial public offering pursuant to promissory note (in Dollars)										$ 350,000
Company borrowing (in Dollars)										176,000
Working capital loans (in Dollars)								$ 0	$ 0	$ 1,500,000
Warrant price per share (in Dollars per share)										$ 1.50
Due to related party								$ 29,172	$ 6,610
Private Placement
Related Party Transactions Details [Line Items]
Number of warrants or rights (in Shares)								5,166,667
Price per share (in Dollars per share)								$ 1.50
Over-Allotment Option
Related Party Transactions Details [Line Items]
Aggregate share purchase (in Dollars)								$ 7,800,000
Class B Common Stock
Related Party Transactions Details [Line Items]
Common stock, shares outstanding								6,875,000	6,875,000
Forfeit shares								0	0
Class A Common Stock
Related Party Transactions Details [Line Items]
Common stock, shares outstanding								4,853,332	2,992,841
Class A Common Stock | Private Placement
Related Party Transactions Details [Line Items]
Shares Issued price per share (in Dollars per share)								$ 11.50
Number of warrants exercisable for share								1
Founder Shares
Related Party Transactions Details [Line Items]
Transfer of shares				25,000	25,000
Forfeit shares		937,500
Percentage of issued and outstanding shares								20.00%
Founder share forfeited	312,500
Percentage of shares agreed to transfer, assign or sell after completion of ninety days								100.00%
Closing price of common stock after completion of ninety days								$ 12
Description of related party								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) with respect to 100% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination or (B) if True Wind Capital Management, L.P., an affiliate of the Sponsor provides funds toward the consummation of the initial Business Combination in an amount not less than $50,000,000 in the aggregate, then with respect to 50% of the Founder Shares, the earlier to occur of: (i) 180 days after completion of the initial Business Combination; or (ii) if the closing price of the 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 any time 90 days after completion of the initial Business Combination and with respect to the remaining 50% of the Founder Shares, only if the closing price of the 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 any time 90 days after completion of the initial Business Combination.
Due to related party								$ 29,000
Founder Shares | True Wind Capital Management L.P.
Related Party Transactions Details [Line Items]
Percentage of shares agreed to transfer, assign or sell after completion of ninety days								50.00%
Percentage of shares agreed to transfer, assign or sell after completion of one eighty days								50.00%
Closing price of common stock after completion of ninety days								$ 12
Closing price of common stock after completion of one eighty days								$ 12
Funds received to consummation of Initial business combination								$ 50,000,000
Founder Shares | Class B Common Stock
Related Party Transactions Details [Line Items]
Shares purchase							7,906,250
Shares Issued price per share (in Dollars per share)							$ 0.0001
Aggregate price (in Dollars)						$ 25,000
Cancellation shares			718,750
Common stock, shares outstanding			7,187,500

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 11, 2020
Commitments And Contingencies [Line Items]
Aggregate purchase price of common stock	$ 100,000,000
underwriting discount per unit	$ 0.20
Additional fee per unit	$ 0.35
Amount of deferred underwriting compensation noncurrent	$ 9,600,000
IPO
Commitments And Contingencies [Line Items]
Share price (in Dollars per share)		$ 10
Amount of underwriting discount	$ 5,500,000
Class A Common Stock
Commitments And Contingencies [Line Items]
Share price (in Dollars per share)	$ 10	$ 11.50

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 11, 2020
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price of warrants or rights (in Dollars per share)	$ 11.50
Warrants term	5 years
Description of exercise price	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Minimum
Derivative Warrant Liabilities (Details) [Line Items]
Percentage of gross proceeds from issuance of additional shares	60.00%
Class A Common Stock Price Equals or Exceeds $18.00 Per Share
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price of warrants or rights (in Dollars per share)	$ 0.01
Minimum written notice period for redemption	30 days
Class A Common Stock Price Equals or Exceeds $10.00 Per Share
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price of warrants or rights (in Dollars per share)	$ 0.10
Minimum written notice period for redemption	30 days
Class A Common Stock
Derivative Warrant Liabilities (Details) [Line Items]
Share price (in Dollars per share)	$ 10		$ 11.50
Number of trading days	20 days
Description of warrant redemption	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):   • in whole and not in part;   • at a price of $0.01 per warrant;   • upon a minimum of 30 days’ prior written notice of redemption; and   • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending 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”).
Class A Common Stock | Maximum
Derivative Warrant Liabilities (Details) [Line Items]
Share price (in Dollars per share)	$ 9.20
Class A Common Stock | Class A Common Stock Price Below $9.20 Per Share
Derivative Warrant Liabilities (Details) [Line Items]
Percentage of exercise price of warrant	115.00%
Class A Common Stock | Class A Common Stock Price Equals or Exceeds $18.00 Per Share
Derivative Warrant Liabilities (Details) [Line Items]
Share price (in Dollars per share)	$ 18
Number of trading days	30 days
Percentage of exercise price of warrant	180.00%
Number of consecutive trading days	20 days
Class A Common Stock | Class A Common Stock Price Equals or Exceeds $10.00 Per Share
Derivative Warrant Liabilities (Details) [Line Items]
Share price (in Dollars per share)	$ 10
Warrant
Derivative Warrant Liabilities (Details) [Line Items]
Warrants outstanding	5,500,000	5,500,000
Description of warrant exercisable	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).
Private Placement
Derivative Warrant Liabilities (Details) [Line Items]
Warrants outstanding	5,166,667	5,166,667
Exercise price of warrants or rights (in Dollars per share)	$ 1.50
Share price (in Dollars per share)			$ 10
Private Placement | Class A Common Stock
Derivative Warrant Liabilities (Details) [Line Items]
Description of warrant redemption	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 (except as described with respect to the Private Placement Warrants):   • in whole and not in part;   • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Shares of Class A common stock; and   • if, and only if, the closing price of the Shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and   • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants.

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, voting rights	Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.
Percentage of number common shares convertible	20.00%
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	27,500,000	27,500,000
Common stock, subject to possible redemption	22,646,668	24,507,159
Common stock, shares outstanding	4,853,332	2,992,841
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	6,875,000	6,875,000
Forfeit shares	0	0
Common stock, conversion basis	The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein.

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Hierarchy of Valuation Techniques (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Liabilities:
Derivative warrant liabilities	$ 30,885,000	$ 16,905,000
Recurring | Quoted Prices in Active Markets (Level 1)
Assets:
Investments held in Trust Account	275,033,543	275,000,000
Liabilities:
Derivative warrant liabilities	14,300,000
Recurring | Significant Other Observable Inputs (Level 2)
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities
Recurring | Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities	$ 16,585,000	$ 16,905,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, assets, level 1 to level 2 transfers, amount	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers, amount	0	0
Fair value, liabilities, level 1 to level 2 transfers, amount	0	0
Fair value, liabilities, level 2 to level 1 transfers, amount	0	0
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, transfers, net	0	0
Fair value liabilities	14,700,000	14,000,000
Excluding Public Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net	$ 0	$ 0

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Level 3 Fair Value Measurements Inputs (Details) - Private Placement - Warrant - $ / shares	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unit price	$ 10	$ 10	$ 10
Volatility	21.00%	40.50%
Stock price	$ 9.92	$ 9.99
Expected life of the options to convert	5 years 3 months	5 years 29 days	5 years 8 months 19 days
Risk-free rate	0.98%	0.88%	0.46%
Dividend yield	0.00%	0.00%	0.00%
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility			14.00%
Stock price			$ 10.41
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility			23.00%
Stock price			$ 10.56

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Changes in Fair Value of Private Placement Derivative Warrant Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities Beginning balance		$ 16,905,000	$ 16,905,000
Change in fair value of derivative warrant liabilities	$ 14,671,670		13,980,000
Derivative warrant liabilities Ending balance	30,885,000		30,885,000
Private Placement | Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities Beginning balance	7,853,330	16,905,000	16,905,000
Transfer of Public Warrants to Level 1		(8,690,000)
Change in fair value of derivative warrant liabilities	8,731,670	(361,670)
Derivative warrant liabilities Ending balance		$ 7,853,330
Private Placement | Warrant | Significant Other Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities Ending balance	$ 16,585,000		$ 16,585,000

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Effective tax rate valuation allowance against deferred tax assets	0.00%	0.00%
Unrecognized tax benefits	$ 0	$ 0

Subsequent Events - Additional

Subsequent Events - Additional Information (Details)	Aug. 05, 2021
Subsequent Event
Subsequent Event [Line Items]
Merger completion date	Jul. 30, 2021