TriSalus Life Sciences (TLSI) 10-Q/A 13 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39813
Entity Registrant Name	MEDTECH ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3009869
Entity Address, Address Line One	600 Fifth Avenue, 22nd Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	908
Local Phone Number	391-1288
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001826667
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Transition Report	false
Amendment Description	Amendment No. 1
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Trading Symbol	MTACU
Security Exchange Name	NASDAQ
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	MTAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		25,000,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	MTACW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,250,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 277,805	$ 1,334,998
Prepaid expenses	424,568	673,200
Total Current Assets	702,373	2,008,198
Investments held in Trust Account	250,059,378	250,003,298
TOTAL ASSETS	250,761,751	252,011,496
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities - Accounts payable and accrued expenses	696,566	103,216
Warrant liability	10,927,999	14,642,666
Deferred underwriting fee payable	8,750,000	8,750,000
Total Liabilities	20,374,565	23,495,882
Commitments and Contingencies
Class A common stock subject to possible redemption 25,000,000 shares at $10.00 per share redemption value as of September 30, 2021, and December 31, 2020	250,000,000	250,000,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(19,613,439)	(21,485,011)
Total Stockholders' Deficit	(19,612,814)	(21,484,386)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	250,761,751	252,011,496
Class B Common Stock
Stockholders' Deficit
Common stock	$ 625	$ 625

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (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 shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Shares subject to possible redemption	25,000,000	25,000,000
Class A Common Stock Subject to Redemption
Shares subject to possible redemption	25,000,000	25,000,000
Shares subject to possible redemption, par value per share	$ 10	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	6,250,000	6,250,000
Common shares, shares outstanding	6,250,000	6,250,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 1,000	$ 807,259	$ 1,899,176
Loss from operations	(1,000)	(807,259)	(1,899,176)
Other income:
Interest earned on investments held in Trust Account		18,665	56,081
Change in fair value of warrant liabilities		2,653,334	3,714,667
Total other income, net		2,671,999	3,770,748
Net income (loss)	$ (1,000)	$ 1,864,740	$ 1,871,572
Class A Common Stock
Other income:
Weighted average shares of outstanding, basic		25,000,000	25,000,000
Weighted average shares of outstanding, diluted		25,000,000	25,000,000
Basic net income per share		$ 0.06	$ 0.06
Diluted net income per share		$ 0.06	$ 0.06
Class B Common Stock
Other income:
Weighted average shares of outstanding, basic	5,500,000	6,250,000	6,250,000
Weighted average shares of outstanding, diluted	5,500,000	6,250,000	6,250,000
Basic net income per share	$ 0	$ 0.06	$ 0.06
Diluted net income per share	$ 0	$ 0.06	$ 0.06

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Sep. 11, 2020		$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		0	(1,000)	(1,000)
Issuance of Class B Common Stock to the Sponsor	$ 633	24,367	0	25,000
Issuance of Class B Common Stock to the Sponsor (in shares)	6,325,000
Balance at the end at Sep. 30, 2020	$ 633	24,367	(1,000)	24,000
Balance at the end (in shares) at Sep. 30, 2020	6,325,000
Balance at the beginning at Dec. 31, 2020	$ 625	0	(21,485,011)	(21,484,386)
Balance at the beginning (in shares) at Dec. 31, 2020	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		0	(372,034)	(372,034)
Balance at the end at Mar. 31, 2021	$ 625	0	(21,857,045)	(21,856,420)
Balance at the end (in shares) at Mar. 31, 2021	6,250,000
Balance at the beginning at Dec. 31, 2020	$ 625	0	(21,485,011)	(21,484,386)
Balance at the beginning (in shares) at Dec. 31, 2020	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				1,871,572
Balance at the end at Sep. 30, 2021	$ 625	0	(19,613,439)	(19,612,814)
Balance at the end (in shares) at Sep. 30, 2021	6,250,000
Balance at the beginning at Mar. 31, 2021	$ 625	0	(21,857,045)	(21,856,420)
Balance at the beginning (in shares) at Mar. 31, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		0	378,866	378,866
Balance at the end at Jun. 30, 2021	$ 625	0	(21,478,179)	(21,477,554)
Balance at the end (in shares) at Jun. 30, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		0	1,864,740	1,864,740
Balance at the end at Sep. 30, 2021	$ 625	$ 0	$ (19,613,439)	$ (19,612,814)
Balance at the end (in shares) at Sep. 30, 2021	6,250,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (1,000)		$ 1,871,572
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities			(3,714,667)
Interest earned on investments held in Trust Account		$ (18,665)	(56,081)
Changes in operating assets and liabilities:
Prepaid expenses			248,632
Accrued expenses	$ 1,000		593,351
Net cash used in operating activities			(1,057,193)
Net Change in Cash			(1,057,193)
Cash - Beginning of period			1,334,998
Cash - End of period		$ 277,805	$ 277,805

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS MedTech Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on September 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity from inception through September 30, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and the proposed Merger with Memic as more fully described in Note 7. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account. The registration statements for the Company’s Initial Public Offering were declared effective on December 17, 2020. On December 22, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to MedTech Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 5. Following the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs amounted to $14,161,525, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $411,525 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and net of taxes payable). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by December 22, 2022 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until December 22, 2022, to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of  (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2021, the Company had $277,805 in its operating bank account and working capital deficit of $5,807. 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 (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. ​

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements for the quarter ended September 30, 2021, management determined it should restate its previously reported financial statements. During the quarter ended September 30, 2021, the Company determined that at the closing of the Company’s Initial Public Offering (including the sale of the shares issued pursuant to the exercise of the underwriters’ overallotment) it had incorrectly valued its Class A common stock subject to possible redemption at the closing of the Company’s Initial Public Offering and the closing of the sale of units pursuant to the exercise of the underwriters’ overallotment, it had incorrectly classified certain of its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. ​ In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) pro rata between Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. ​ There has been no change in the Company’s total assets, liabilities or operating results. ​ The Statement of Stockholder’s equity has been restated to reflect the restated equity accounts. The impact of the restatement on the Company’s financial statements is reflected in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Revised Class A common stock subject to possible redemption ​ $ 223,143,570 ​ $ 26,856,430 ​ $ 250,000,000 Class A common stock ​ $ 269 ​ $ (269) ​ $ — Additional paid-in capital ​ $ 6,082,539 ​ $ (6,082,539) ​ $ — Retained earnings ​ $ (1,083,423) ​ $ (20,773,622) ​ $ (21,857,045) Total Stockholders’ Equity (Deficit) ​ $ 5,000,010 ​ $ (26,856,430) ​ $ (21,856,420) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of shares subject to redemption ​ 22,314,357 ​ 2,685,643 ​ 25,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 223,522,440 ​ $ 26,477,560 ​ $ 250,000,000 Class A common stock ​ $ 265 ​ $ (265) ​ $ — Additional paid-in capital ​ $ 5,703,673 ​ $ (5,703,673) ​ $ — Retained earnings ​ $ (704,557) ​ $ (20,773,622) ​ $ (21,478,179) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (26,477,560) ​ $ (21,477,554) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of shares subject to redemption ​ 22,352,243 ​ 2,647,757 ​ 25,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Operations for the Three Months Ended March 31, 2021 ​ Reported ​ Adjustment ​ ​ As Restated Weighted average shares outstanding of Class A common stock ​ 25,000,000 ​ — ​ 25,000,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ (0.01) ​ $ (0.01) Weighted average shares outstanding of Class B common stock ​ 6,250,000 ​ — ​ 6,250,000 Basic and diluted net loss per share, Class B common stock ​ $ (0.06) ​ $ 0.05 ​ $ (0.01) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Operations for the Three Months Ended June 30, 2021 ​ Reported ​ Adjustment ​ As Restated Weighted average shares outstanding of Class A common stock ​ 25,000,000 ​ — ​ 25,000,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ 0.01 ​ $ 0.01 Weighted average shares outstanding of Class B common stock ​ 6,250,000 ​ — ​ 6,250,000 Basic and diluted net loss per share, Class B common stock ​ $ 0.06 ​ $ (0.05) ​ $ 0.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Operations for the Six Months Ended June 30, 2021 ​ Reported ​ Adjustment ​ As Restated Weighted average shares outstanding of Class A common stock ​ 25,000,000 ​ — ​ 25,000,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ — ​ $ — Weighted average shares outstanding of Class B common stock ​ 6,250,000 ​ — ​ 6,250,000 Basic and diluted net loss per share, Class B common stock ​ $ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Change in value of Class A common stock subject to possible redemption ​ $ (372,034) ​ $ 372,034 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) ​ Reported Adjustment As Restated Change in value of Class A common stock subject to possible redemption ​ $ 6,830 ​ $ (6,830) ​ $ — ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended by the Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC on June 28, 2021 and the Amendment No. 2 to the Annual Report on Form 10-K/A as filed with the SEC on December 13, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standard Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021 and December 31, 2020, 25,000,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 250,000,000 Less: ​ Fair value of public warrants at issuance ​ $ (9,083,333) Class A common stock issuance costs ​ (13,638,664) Plus: ​ Accretion of carrying value to redemption value ​ $ 22,721,997 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 250,000,000 ​ Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. A total of $14,161,525 in offering costs were incurred. Of these offering costs $13,638,664 were related to the Initial Public Offering and charged to stockholders’ equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $514,106 and $8,755, respectively, and expensed at the date of Initial Public Offering. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to start-up costs not being currently deductible, the recording of full valuation allowances on deferred tax assets and permanent differences. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Nine Months ​ For the Period from September 11, ​ ​ Ended ​ Ended ​ 2020 (Inception) Through ​ ​ September 30, ​ September 30, ​ September 30, ​ 2021 ​ 2021 ​ 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 1,491,792 ​ $ 372,948 ​ $ 1,497,258 ​ $ 374,314 ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic diluted we ed tanding ​ ​ 25,000,000 ​ ​ 6,250,000 ​ ​ 25,000,000 ​ ​ 6,250,000 ​ ​ — ​ ​ 5,500,000 Basic and diluted net per ​ $ 0.06 ​ $ 0.06 ​ $ 0.06 ​ $ 0.06 ​ $ — ​ $ (0.00) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● ● In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING In connection with the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,400,000) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding, resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021 and for the period from September 11, 2020 (inception) through September 30, 2020, the Company incurred $30,000, $90,000 and $0, respectively, in fees for these services, of which $90,000 is included in accrued expenses in the accompanying condensed balance sheet at September 30, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans 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. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on December 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of the securities held by them. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. ​ Business Combination Agreement On August 12, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated thereby, Merger Sub will merge with and into us, with us surviving as a wholly-owned subsidiary of Memic (the “Merger”). The Merger contemplates an implied enterprise valuation of Memic of $625,000,000 at the time of the signing of the Business Combination Agreement, in addition to the issuance of “price adjustment rights” to the Memic shareholders entitling such holders to additional Memic Ordinary Shares (as defined below) upon the achievement of certain milestones related to Memic’s post-closing trading price. Pursuant to the Business Combination Agreement at the time the Merger becomes effective (the “Effective Time”), among other things: ● ● ● ● Sponsor Letter Agreement On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and each of the Company’s officers and each of the members of the Company’s board of directors (each an “Insider” and collectively, the “Insiders” and, together with the Sponsor, the “Sponsor Group”), entered into and delivered to Memic a letter agreement (the “Sponsor Letter Agreement”) by which the Sponsor Group agreed to, among other things, (i) vote all shares of SPAC Class B Stock and all shares of SPAC Class A Stock beneficially owned by him, her or it in favor of the Merger and each other proposal related to the Merger included on the agenda for the special meeting of stockholders relating to the Merger; (ii) when such meeting of stockholders is held, appear at such meeting or otherwise cause the SPAC Class B Stock or SPAC Class A Stock beneficially owned by him, her or it to be counted as present thereat for the purpose of establishing a quorum; and (iii) vote all SPAC Class B Stock and SPAC Class A Stock beneficially owned by him, her or it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or result in a breach of any covenant or other obligation or agreement of the Sponsor or any Insider contained in the Sponsor Letter Agreement. Voting Agreements On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, certain Memic shareholders (each, a “Voting Party” and together, the “Voting Parties”) entered into voting agreements (the “Voting Agreements”) with the Company. Under the Voting Agreements, each Voting Party agreed to, among other things, (i) whether at a special meeting of Memic’s shareholders or by action by written consent, vote all of their shares of Memic capital stock beneficially owned or held by such Voting Party (as applicable, and together, the “Voting Shares”) in favor of adoption of the Business Combination Agreement, the Merger and related transactions contemplated by the Business Combination Agreement, and (ii) vote against any action or proposal (A) concerning any alternative to the proposed Merger and (B) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Memic under the Business Combination Agreement that would result in the failure of any conditions to closing set forth therein to be satisfied. In addition, the Voting Agreements require each Voting Party to provide a proxy to appoint Memic, or any designee of Memic to vote such Voting Party’s shares (or act by written consent in respect of such shares) accordingly. Lock-Up Agreement On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and certain shareholders of Memic (collectively, with the Sponsor, the “Shareholder Parties”) entered into and delivered a Confidentiality and Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the Shareholder Parties have agreed not to transfer any Memic Ordinary Shares held by them until the one year anniversary of the Effective Time, subject to early release if the stock price of the Memic Ordinary Shares is greater than or equal to $12.00 for any 20 trading days within any period of 30 consecutive trading days (as further described therein, and which will apply starting on the 150-day anniversary of the Effective Date), subject to certain permitted transfers (provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Lock-Up Agreement). Registration Rights Agreement On August 12, 2021, as a condition to close the Business Combination Agreement, Memic, the Sponsor and certain Memic equity holders (collectively with the Sponsor, the “Memic Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) that will become effective concurrently with the Merger, pursuant to which Memic agreed to file a shelf registration statement, by no later than ninety (90) business days after the closing date to register the resale of the Memic Ordinary Shares and warrants to purchase Memic Ordinary shares. The Registration Rights Agreement also provides the Memic Holders with (i) piggyback registration rights and (ii) three demand rights in any twelve-month period for an underwritten shelf takedown, provided that the demanding holders propose to sell securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million in each underwritten shelf takedown. PIPE Subscription Agreements On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, Memic entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, on the terms and subject to the conditions set forth therein, immediately prior to the closing of the Merger, but after giving effect to certain capital restructuring, such investors will purchase from Memic upon the closing of the Merger newly issued Memic Ordinary Shares for aggregate gross proceeds of $76,350,000 (the “PIPE Investment”). The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2021. The foregoing descriptions of each of the Business Combination Agreement, the Sponsor Letter Agreement, the form of Voting Agreement, the Lock-Up Agreement, the form of Registration Rights Agreement and the form of the Subscription Agreement are qualified in their entirety by reference to such agreement filed as an exhibit to this Quarterly Report. ​

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $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 September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock he Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2021 and December 31,2020, there were 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 6,250,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

WARRANT LIABILITIES

WARRANT LIABILITIES	9 Months Ended
	Sep. 30, 2021
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 9. WARRANT LIABILITIES As of September 30, 2021 and December 31, 2020, there were 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s 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 greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. As of September 30, 2021, and December 31, 2020, there were 4,933,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021, assets held in the Trust Account were comprised of $1,027 in cash and $250,058,351 in U.S. Treasury securities. At December 31, 2020, assets held in the Trust Account were comprised of $923 in cash and $250,002,375 in U.S. Treasury securities. During three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of held-to-maturity securities at September 30, 2021 and December 31, 2020, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Holding ​ ​ ​ ​ Held-To-Maturity Level Cost Gain (Loss) Fair Value September 30, 2021 U.S. Treasury Securities (Matured on 10/07/2021) ​ 1 ​ $ 250,058,351 ​ $ 86 ​ $ 250,058,437 December 31, 2020 U.S. Treasury Securities (Matured on 3/11/2021) ​ 1 ​ $ 250,002,375 ​ $ (12,605) ​ $ 249,989,770 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ Level 2020 2021 Liabilities: ​ ​ ​ ​ ​ ​ ​ Warrant Liability - Public Warrants ​ 1 ​ $ 9,166,666 $ 6,833,333 Warrant Liability - Private Placement Warrants ​ 3 ​ $ 5,476,000 $ 4,094,666 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants in the condensed statements of operations. The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The key inputs into the Monte Carlo Simulation for the Private Placement Warrants as of September 30, 2021 and December 31, 2021, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ 2021 2020 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock price ​ $ 9.93 ​ $ 10.13 ​ Volatility ​ 13.2 % ​ 16.7 % Term ​ 5.25 ​ ​ 5.96 ​ Risk-free rate ​ 1.02 % ​ 0.50 % Dividend yield ​ ​ 0.0 % ​ 0.0 % ​ The following table presents the changes in the level 3 fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ Private Placement Fair value as of December 31, 2020 ​ $ 5,476,000 Change in fair value ​ ​ 98,666 Fair value as of March 31, 2021 ​ ​ 5,574,666 Change in fair value ​ ​ (493,333) Fair value as of June 30, 2021 ​ $ 5,081,333 Change in fair value ​ ​ (986,667) Fair value as of September 30, 2021 ​ $ 4,094,666 ​ There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed 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 financial statements. ​

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended by the Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC on June 28, 2021 and the Amendment No. 2 to the Annual Report on Form 10-K/A as filed with the SEC on December 13, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standard Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021 and December 31, 2020, 25,000,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 250,000,000 Less: ​ Fair value of public warrants at issuance ​ $ (9,083,333) Class A common stock issuance costs ​ (13,638,664) Plus: ​ Accretion of carrying value to redemption value ​ $ 22,721,997 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 250,000,000
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. A total of $14,161,525 in offering costs were incurred. Of these offering costs $13,638,664 were related to the Initial Public Offering and charged to stockholders’ equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $514,106 and $8,755, respectively, and expensed at the date of Initial Public Offering.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to start-up costs not being currently deductible, the recording of full valuation allowances on deferred tax assets and permanent differences. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Nine Months ​ For the Period from September 11, ​ ​ Ended ​ Ended ​ 2020 (Inception) Through ​ ​ September 30, ​ September 30, ​ September 30, ​ 2021 ​ 2021 ​ 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 1,491,792 ​ $ 372,948 ​ $ 1,497,258 ​ $ 374,314 ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic diluted we ed tanding ​ ​ 25,000,000 ​ ​ 6,250,000 ​ ​ 25,000,000 ​ ​ 6,250,000 ​ ​ — ​ ​ 5,500,000 Basic and diluted net per ​ $ 0.06 ​ $ 0.06 ​ $ 0.06 ​ $ 0.06 ​ $ — ​ $ (0.00)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● ● In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Summary of impact of the restatement on the financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Revised Class A common stock subject to possible redemption ​ $ 223,143,570 ​ $ 26,856,430 ​ $ 250,000,000 Class A common stock ​ $ 269 ​ $ (269) ​ $ — Additional paid-in capital ​ $ 6,082,539 ​ $ (6,082,539) ​ $ — Retained earnings ​ $ (1,083,423) ​ $ (20,773,622) ​ $ (21,857,045) Total Stockholders’ Equity (Deficit) ​ $ 5,000,010 ​ $ (26,856,430) ​ $ (21,856,420) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of shares subject to redemption ​ 22,314,357 ​ 2,685,643 ​ 25,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 223,522,440 ​ $ 26,477,560 ​ $ 250,000,000 Class A common stock ​ $ 265 ​ $ (265) ​ $ — Additional paid-in capital ​ $ 5,703,673 ​ $ (5,703,673) ​ $ — Retained earnings ​ $ (704,557) ​ $ (20,773,622) ​ $ (21,478,179) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (26,477,560) ​ $ (21,477,554) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of shares subject to redemption ​ 22,352,243 ​ 2,647,757 ​ 25,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Operations for the Three Months Ended March 31, 2021 ​ Reported ​ Adjustment ​ ​ As Restated Weighted average shares outstanding of Class A common stock ​ 25,000,000 ​ — ​ 25,000,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ (0.01) ​ $ (0.01) Weighted average shares outstanding of Class B common stock ​ 6,250,000 ​ — ​ 6,250,000 Basic and diluted net loss per share, Class B common stock ​ $ (0.06) ​ $ 0.05 ​ $ (0.01) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Operations for the Three Months Ended June 30, 2021 ​ Reported ​ Adjustment ​ As Restated Weighted average shares outstanding of Class A common stock ​ 25,000,000 ​ — ​ 25,000,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ 0.01 ​ $ 0.01 Weighted average shares outstanding of Class B common stock ​ 6,250,000 ​ — ​ 6,250,000 Basic and diluted net loss per share, Class B common stock ​ $ 0.06 ​ $ (0.05) ​ $ 0.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Operations for the Six Months Ended June 30, 2021 ​ Reported ​ Adjustment ​ As Restated Weighted average shares outstanding of Class A common stock ​ 25,000,000 ​ — ​ 25,000,000 Basic and diluted net loss per share, Class A common stock ​ $ — ​ $ — ​ $ — Weighted average shares outstanding of Class B common stock ​ 6,250,000 ​ — ​ 6,250,000 Basic and diluted net loss per share, Class B common stock ​ $ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Change in value of Class A common stock subject to possible redemption ​ $ (372,034) ​ $ 372,034 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) ​ Reported Adjustment As Restated Change in value of Class A common stock subject to possible redemption ​ $ 6,830 ​ $ (6,830) ​ $ —

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Class A common stock reflected in the condensed consolidated balance sheet	At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 250,000,000 Less: ​ Fair value of public warrants at issuance ​ $ (9,083,333) Class A common stock issuance costs ​ (13,638,664) Plus: ​ Accretion of carrying value to redemption value ​ $ 22,721,997 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 250,000,000
Schedule of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Nine Months ​ For the Period from September 11, ​ ​ Ended ​ Ended ​ 2020 (Inception) Through ​ ​ September 30, ​ September 30, ​ September 30, ​ 2021 ​ 2021 ​ 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 1,491,792 ​ $ 372,948 ​ $ 1,497,258 ​ $ 374,314 ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic diluted we ed tanding ​ ​ 25,000,000 ​ ​ 6,250,000 ​ ​ 25,000,000 ​ ​ 6,250,000 ​ ​ — ​ ​ 5,500,000 Basic and diluted net per ​ $ 0.06 ​ $ 0.06 ​ $ 0.06 ​ $ 0.06 ​ $ — ​ $ (0.00)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Summary of gross holding gains and fair value of held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ Holding ​ ​ ​ ​ Held-To-Maturity Level Cost Gain (Loss) Fair Value September 30, 2021 U.S. Treasury Securities (Matured on 10/07/2021) ​ 1 ​ $ 250,058,351 ​ $ 86 ​ $ 250,058,437 December 31, 2020 U.S. Treasury Securities (Matured on 3/11/2021) ​ 1 ​ $ 250,002,375 ​ $ (12,605) ​ $ 249,989,770
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ Level 2020 2021 Liabilities: ​ ​ ​ ​ ​ ​ ​ Warrant Liability - Public Warrants ​ 1 ​ $ 9,166,666 $ 6,833,333 Warrant Liability - Private Placement Warrants ​ 3 ​ $ 5,476,000 $ 4,094,666
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ 2021 2020 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock price ​ $ 9.93 ​ $ 10.13 ​ Volatility ​ 13.2 % ​ 16.7 % Term ​ 5.25 ​ ​ 5.96 ​ Risk-free rate ​ 1.02 % ​ 0.50 % Dividend yield ​ ​ 0.0 % ​ 0.0 %
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ Private Placement Fair value as of December 31, 2020 ​ $ 5,476,000 Change in fair value ​ ​ 98,666 Fair value as of March 31, 2021 ​ ​ 5,574,666 Change in fair value ​ ​ (493,333) Fair value as of June 30, 2021 ​ $ 5,081,333 Change in fair value ​ ​ (986,667) Fair value as of September 30, 2021 ​ $ 4,094,666

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Dec. 22, 2020USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum		1
Transaction Costs	$ 14,161,525
Underwriting fees	5,000,000
Deferred underwriting fee	8,750,000	$ 8,750,000	$ 8,750,000
Other offering costs	$ 411,525
Minimum market value of acquiree to net asset held in Trust Account (as a percent)	80.00%
Minimum post-business combination ownership (as a percent)	50.00%
Minimum net tangible asset upon consummation of business combination	$ 5,000,001
Redemption limit percentage without prior consent	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Redemption period upon closure	10 days
Maximum Allowed Dissolution Expenses	$ 100,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	4,933,333	4,933,333	4,933,333
Price of warrant | $ / shares	$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 7,400,000	$ 7,400,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	25,000,000	25,000,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 250,000,000
Payments for investment of cash in Trust Account	$ 250,000,000
Public Shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	3,000,000	3,000,000
Purchase price, per unit | $ / shares	$ 10	$ 10

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash operating bank account	$ 277,805	$ 1,334,998
Working capital	(5,807)
Working capital loan, outstanding	$ 0

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
CONDENSED BALANCE SHEETS
Class A common stock subject to possible redemption	$ 250,000,000	$ 250,000,000	$ 250,000,000	$ 250,000,000
Retained earnings	(19,613,439)	(21,478,179)	(21,857,045)	(21,485,011)
Total Stockholders' Equity (Deficit)	(19,612,814)	$ (21,477,554)	$ (21,856,420)	$ (21,484,386)
Number of shares subject to redemption		25,000,000	25,000,000
Minimum net tangible assets upon redemption of common stock subject to possible redemption	$ 5,000,001
Class A Common Stock
CONDENSED BALANCE SHEETS
Number of shares subject to redemption	25,000,000			25,000,000
Redemption price per share	$ 10
As Previously Reported
CONDENSED BALANCE SHEETS
Class A common stock subject to possible redemption		$ 223,522,440	$ 223,143,570
Additional paid-in capital		5,703,673	6,082,539
Retained earnings		(704,557)	(1,083,423)
Total Stockholders' Equity (Deficit)		$ 5,000,006	$ 5,000,010
Number of shares subject to redemption		22,352,243	22,314,357
As Previously Reported | Class A Common Stock
CONDENSED BALANCE SHEETS
Class A common stock		$ 265	$ 269
Adjustment
CONDENSED BALANCE SHEETS
Class A common stock subject to possible redemption		26,477,560	26,856,430
Additional paid-in capital		(5,703,673)	(6,082,539)
Retained earnings		(20,773,622)	(20,773,622)
Total Stockholders' Equity (Deficit)		$ (26,477,560)	$ (26,856,430)
Number of shares subject to redemption		2,647,757	2,685,643
Adjustment | Class A Common Stock
CONDENSED BALANCE SHEETS
Class A common stock		$ (265)	$ (269)

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Operations (Details) - $ / shares	1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares of outstanding, basic		25,000,000	25,000,000	25,000,000	25,000,000	25,000,000
Weighted average shares of outstanding, diluted		25,000,000	25,000,000	25,000,000	25,000,000	25,000,000
Basic net income per share		$ 0.06	$ 0.01	$ (0.01)		$ 0.06
Diluted net income per share		$ 0.06	$ 0.01	$ (0.01)		$ 0.06
Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares of outstanding, basic	5,500,000	6,250,000	6,250,000	6,250,000	6,250,000	6,250,000
Weighted average shares of outstanding, diluted	5,500,000	6,250,000	6,250,000	6,250,000	6,250,000	6,250,000
Basic net income per share	$ 0	$ 0.06	$ 0.01	$ (0.01)		$ 0.06
Diluted net income per share	$ 0	$ 0.06	$ 0.01	$ (0.01)		$ 0.06
As Previously Reported | Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares of outstanding, basic			25,000,000	25,000,000	25,000,000
Weighted average shares of outstanding, diluted			25,000,000	25,000,000	25,000,000
As Previously Reported | Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares of outstanding, basic			6,250,000	6,250,000	6,250,000
Weighted average shares of outstanding, diluted			6,250,000	6,250,000	6,250,000
Basic net income per share			$ 0.06	$ (0.06)
Diluted net income per share			0.06	(0.06)
Adjustment | Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic net income per share			0.01	(0.01)
Diluted net income per share			0.01	(0.01)
Adjustment | Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic net income per share			(0.05)	0.05
Diluted net income per share			$ (0.05)	$ 0.05

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Cash Flows (Details) - Class A Common Stock - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in value of Class A common stock subject to possible redemption	$ (372,034)	$ 6,830
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in value of Class A common stock subject to possible redemption	$ 372,034	$ (6,830)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash equivalents	$ 0	$ 0			$ 0
Number of shares subject to redemption			25,000,000	25,000,000
Offering costs		14,161,525
Income tax expense	0	0
Unrecognized tax benefits	0	0			0
Unrecognized tax benefits accrued for interest and penalties	0	0			$ 0
Cash, FDIC Insured Amount	$ 250,000	250,000
Public Warrants
Offering costs		514,106
Private Placement Warrants
Offering costs		8,755
Initial Public Offering
Offering costs		$ 13,638,664
Class A Common Stock
Number of shares subject to redemption	25,000,000	25,000,000			25,000,000
Anti-dilutive securities attributable to warrants (in shares)		13,266,666

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A common stock subject to possible redemption (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 250,000,000
Fair value of public warrants at issuance	(9,083,333)
Class A common stock issuance costs	(13,638,664)
Accretion of carrying value to redemption value	22,721,997
Class A common stock subject to possible redemption	$ 250,000,000	$ 250,000,000	$ 250,000,000	$ 250,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income (loss), as adjusted		$ 1,491,792				$ 1,497,258
Denominator:
Weighted average shares of outstanding, basic		25,000,000	25,000,000	25,000,000	25,000,000	25,000,000
Weighted average shares of outstanding, diluted		25,000,000	25,000,000	25,000,000	25,000,000	25,000,000
Basic net income (loss) per common stock		$ 0.06	$ 0.01	$ (0.01)		$ 0.06
Diluted net income (loss) per common stock		$ 0.06	$ 0.01	$ (0.01)		$ 0.06
Class B Common Stock
Numerator:
Allocation of net income (loss), as adjusted	$ (1,000)	$ 372,948				$ 374,314
Denominator:
Weighted average shares of outstanding, basic	5,500,000	6,250,000	6,250,000	6,250,000	6,250,000	6,250,000
Weighted average shares of outstanding, diluted	5,500,000	6,250,000	6,250,000	6,250,000	6,250,000	6,250,000
Basic net income (loss) per common stock	$ 0	$ 0.06	$ 0.01	$ (0.01)		$ 0.06
Diluted net income (loss) per common stock	$ 0	$ 0.06	$ 0.01	$ (0.01)		$ 0.06

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Dec. 22, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Warrant in each unit (as percent)		0.33%
Exercise price of warrants		$ 11.50
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant		1
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	25,000,000	25,000,000
Purchase price, per unit	$ 10
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,000,000	3,000,000
Purchase price, per unit	$ 10	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Dec. 22, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant		$ 11.50
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,933,333	4,933,333	4,933,333
Price of warrants	$ 1.50	$ 1.50
Aggregate purchase price	$ 7,400,000	$ 7,400,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Sep. 11, 2020USD ($)shares	Dec. 31, 2020shares	Sep. 30, 2020USD ($)shares	Sep. 30, 2021D$ / sharesshares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture				0
Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			6,325,000
Aggregate purchase price | $			$ 633
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued	5,750,000
Aggregate purchase price | $	$ 25,000
Share dividend		0.1
Aggregate number of shares owned		6,325,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Sponsor | Class B Common Stock | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture				75,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Dec. 22, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred		$ 0	$ 30,000	$ 90,000
Administrative Support Agreement | Accrued expenses
Related Party Transaction [Line Items]
Expenses incurred				90,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant			$ 1.50	$ 1.50
Outstanding balance of related party note			$ 0	$ 0

COMMITMENTS (Details)

COMMITMENTS (Details)	Aug. 12, 2021USD ($)D$ / shares	Sep. 30, 2021USD ($)$ / shares	Aug. 12, 2021₪ / shares	Dec. 31, 2020USD ($)$ / shares	Dec. 22, 2020USD ($)	Dec. 17, 2020item
Other Commitments [Line Items]
Deferred Fee Per Unit		$ 0.35
Deferred underwriting fee payable | $		$ 8,750,000		$ 8,750,000	$ 8,750,000
Maximum Number Of Demands For Registration Of Securities | item						3
Class A Common Stock
Other Commitments [Line Items]
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Class B Common Stock
Other Commitments [Line Items]
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Business Combination Agreement | Memic
Other Commitments [Line Items]
Transactions contemplated thereby, Merger | $	$ 625,000,000
Number Of Trading | D	20
Number Of Consecutive Trading | D	30
Offering price, total | $	$ 50,000,000
Aggregate gross proceeds | $	$ 76,350,000
Contribution percentage of total cash and liquid assets	17.00%
Business Combination Agreement | Memic | Maximum
Other Commitments [Line Items]
Stock price	$ 12
Business Combination Agreement | Memic | Class A Common Stock
Other Commitments [Line Items]
Common shares, par value, (per share)	0.0001
Business Combination Agreement | Memic | Class B Common Stock
Other Commitments [Line Items]
Common shares, par value, (per share) | (per share)	$ 0.0001		₪ 0.01

STOCKHOLDERS' EQUITY (DEFICIT)

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

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Jun. 30, 2021shares	Mar. 31, 2021shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Number of shares subject to redemption		25,000,000	25,000,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000			100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001			$ 0.0001
Common shares, votes per share | Vote	1
Number of shares subject to redemption	25,000,000			25,000,000
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Number of shares subject to redemption	25,000,000			25,000,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000			10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001			$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	6,250,000			6,250,000
Common shares, shares outstanding (in shares)	6,250,000			6,250,000
Ratio to be applied to the stock in the conversion	20

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	9 Months Ended
	Sep. 30, 2021USD ($)Ditem$ / sharesshares	Dec. 31, 2020USD ($)shares	Dec. 22, 2020shares
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	4,933,333	4,933,333	4,933,333
Public Warrants
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding | $	$ 8,333,333	$ 8,333,333
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant | $ / shares	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | D	20
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	$ 18
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Redemption period	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Cash held in the Trust Account		$ 923
Marketable securities held in Trust Account	$ 250,059,378	250,003,298
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	10,927,999	14,642,666
U.S. Treasury Securities
Assets:
Cash held in the Trust Account	1,027
Marketable securities held in Trust Account	250,058,351	250,002,375
Level 1 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	6,833,333	9,166,666
Level 1 | U.S. Treasury Securities
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Amortized cost	250,058,351	250,002,375
Gross Holding Gain	86
Gross Holding Loss		(12,605)
Fair Value	250,058,437	249,989,770
Level 3 | Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability	$ 4,094,666	$ 5,476,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2021Y	Dec. 31, 2020Y
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.93	10.13
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	13.2	16.7
Remaining term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.25	5.96
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.02	0.50
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract]
Fair value assets level 1 to level 2 transfers	$ 0			$ 0
Fair value assets level 2 to level 1 transfers	0			0
Fair value assets transferred into (out of) level 3	0			0
Level 3 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of the period	5,081,333	$ 5,574,666	$ 5,476,000	5,476,000
Change in fair value	(986,667)	(493,333)	98,666
Fair value at end of the period	$ 4,094,666	$ 5,081,333	$ 5,574,666	$ 4,094,666