EQ Health Acquisition (EQHAW) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39962
Document Period End Date	Sep. 30, 2021
Entity Registrant Name	EQ HEALTH ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2877347
Entity Address, Address Line One	4611 Bee Cave Road
Entity Address, Address Line Two	Ste. 213
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	329-6977
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001826729
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		21,999,960
Trading Symbol	EQHA
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,499,990
Units
Document Information [Line Items]
Trading Symbol	EQHA.U
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant
Security Exchange Name	NYSE
Redeemable Warrants
Document Information [Line Items]
Trading Symbol	EQHA.WS
Title of 12(b) Security	Redeemable warrants
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 793,068	$ 21,900
Prepaid expenses	218,128
Total Current Assets	1,011,196	21,900
Deferred offering costs		188,869
Marketable securities held in Trust Account	220,050,762
TOTAL ASSETS	221,061,958	210,769
Current liabilities
Accounts payable and accrued expenses	2,296,641	1,000
Accrued offering costs	35,000	135,769
Promissory note - related party		50,000
Total Current Liabilities	2,331,641	186,769
Warrant liabilities	10,097,154
Deferred underwriting fee payable	7,699,986
TOTAL LIABILITIES	20,128,781	186,769
Commitments and Contingencies
Class A common stock subject to possible redemption 21,999,960 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively	219,999,600
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital		24,450
Accumulated deficit	(19,066,973)	(1,000)
Total Stockholders' (Deficit) Equity	(19,066,423)	24,000
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	221,061,958	210,769
Class B common stock
Stockholders' (Deficit) Equity
Common stock	$ 550	$ 550

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical)	Jan. 28, 2021shares	Sep. 30, 2021$ / sharesshares	Dec. 31, 2020$ / sharesshares
Preferred stock, par value | $ / shares		$ 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
Shares subject to possible redemption		21,999,960	0
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Common stock, shares authorized		100,000,000	100,000,000
Common stock, shares issued		21,999,960	0
Common stock, shares outstanding		21,999,960	0
Class B common stock
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Common stock, shares authorized		10,000,000	10,000,000
Common stock, shares issued		5,499,990	5,499,990
Common stock, shares outstanding	5,499,990	5,499,990	5,499,990
Stock split ratio	1.19565

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 1,000	$ 690,250	$ 2,814,320
Loss from operations	(1,000)	(690,250)	(2,814,320)
Other income:
Interest earned on marketable securities held in Trust Account		48,488	58,464
Change in fair value of warrant liabilities		2,256,826	11,304,811
Transaction costs allocated to warrant liabilities			(794,263)
Loss on initial issuance of Private Placement Warrants			(1,471,998)
Unrealized loss on marketable securities held in Trust Account		(31,813)	(7,302)
Total other income, net		2,273,501	9,089,712
Net income (loss)	$ (1,000)	$ 1,583,251	$ 6,275,392
Class A common stock
Other income:
Basic net loss per common share		$ 0.06	$ 0.25
Diluted net loss per common share		$ 0.06	$ 0.25
Weighted average shares outstanding, basic		21,999,960	19,340,624
Weighted average shares outstanding, diluted		21,999,960	19,340,624
Class B common stock
Other income:
Basic net loss per common share	$ 0	$ 0.06	$ 0.25
Diluted net loss per common share	$ 0	$ 0.06	$ 0.25
Weighted average shares outstanding, basic	4,782,600	5,499,990	5,413,273
Weighted average shares outstanding, diluted	4,782,600	5,499,990	5,413,273

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class B common stockCommon Stock	Additional Paid-in Capital	(Accumulated Deficit)/ Retained Earnings	Total
Balance at the beginning at Sep. 01, 2020	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Sep. 01, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	$ 550	24,450		25,000
Issuance of Class B common stock to Sponsor (in shares)	5,499,990
Net income (loss)			(1,000)	(1,000)
Balance at the end (in shares) at Sep. 30, 2020	5,499,990
Balance at the end at Sep. 30, 2020	$ 550	24,450	(1,000)	24,000
Balance at the beginning at Dec. 31, 2020	$ 550	24,450	(1,000)	$ 24,000
Balance at the beginning (in shares) at Dec. 31, 2020	5,499,990
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 21,999,960 Unit, net of underwriting discounts, initial fair value of public warrants, and offering expenses				0
Accretion of Class A Common Stock Subject to Possible Redemption (see Note 2)		1,429,115	(25,341,365)	$ (23,912,250)
Sale of Private Placement Warrants		(1,453,565)		(1,453,565)
Net income (loss)			10,160,609	10,160,609
Balance at the end (in shares) at Mar. 31, 2021	5,499,990
Balance at the end at Mar. 31, 2021	$ 550		(15,181,756)	(15,181,206)
Balance at the beginning at Dec. 31, 2020	$ 550	$ 24,450	(1,000)	24,000
Balance at the beginning (in shares) at Dec. 31, 2020	5,499,990
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				6,275,392
Balance at the end (in shares) at Sep. 30, 2021	5,499,990
Balance at the end at Sep. 30, 2021	$ 550		(19,066,973)	(19,066,423)
Balance at the beginning at Mar. 31, 2021	$ 550		(15,181,756)	(15,181,206)
Balance at the beginning (in shares) at Mar. 31, 2021	5,499,990
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(5,468,468)	(5,468,468)
Balance at the end (in shares) at Jun. 30, 2021	5,499,990
Balance at the end at Jun. 30, 2021	$ 550		(20,650,224)	(20,649,674)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			1,583,251	1,583,251
Balance at the end (in shares) at Sep. 30, 2021	5,499,990
Balance at the end at Sep. 30, 2021	$ 550		$ (19,066,973)	$ (19,066,423)

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	1 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (1,000)	$ 6,275,392
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(11,304,811)
Loss on initial issuance of Private Placement Warrants		1,471,998
Interest earned on marketable securities held in Trust Account		(58,464)
Transaction costs allocated to warrant liabilities		794,263
Unrealized loss on marketable securities held in Trust Account		7,302
Changes in operating assets and liabilities:
Prepaid expenses		(218,128)
Accounts payable and accrued expenses	1,000	2,295,641
Net cash used in operating activities		(736,807)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(219,999,600)
Net cash used in investing activities		(219,999,600)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Initial Stockholders	25,000
Proceeds from sale of Units, net of underwriting discounts paid		215,599,607
Proceeds from sale of Private Placement Warrants		6,399,992
Repayment of promissory note - related party		(50,000)
Payment of offering costs		(442,024)
Net cash provided by financing activities	25,000	221,507,575
Net Change in Cash	25,000	771,168
Cash - Beginning of period	0	21,900
Cash - End of period	25,000	793,068
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$ 70,000	35,000
Initial classification of Class A common stock subject to possible redemption		219,999,960
Deferred underwriting fee payable		$ 7,699,986

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 EQ Health Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 2, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 for the period September 2, 2020 (inception) through September 30, 2021 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), as described below, and identifying a target company for a Business Combination. The registration statements for the Company’s Initial Public Offering became effective on January 28, 2021 (the “Registration Statement”). On February 2, 2021, the Company consummated the Initial Public Offering of 21,999,960 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,869,560 Units, at $10.00 per Unit, generating gross proceeds of $219,999,600, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,399,992 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to EQ Health Sponsor Group LLC, an affiliate of the Company’s officers and chairman (the “Sponsor”), generating gross proceeds of $6,399,992, which is described in Note 5. Transaction costs amounted to $12,630,102, consisting of $4,399,992 of underwriting fees, $7,699,986 of deferred underwriting fees and $530,124 of other offering costs. Following the closing of the Initial Public Offering on February 2, 2021, an amount of $219,999,600 ($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”), and invested 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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, solely in its discretion. 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 $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination 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 law 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 “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or 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 holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by February 2, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until February 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the 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 (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had $793,068 in its operating bank accounts and a working deficit of $1,171,133 (excluding amounts payable for franchise and income taxes). Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $150,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on February 2, 2021. 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 up to $1,500,000 (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. On July 23, 2021 and October 26, 2021, the Company’s founders committed to provide the Company with an aggregate of $2,500,000 in loans. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using 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. 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued 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, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of 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 error 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) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares 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 impact of the restatement on the Company’s financial statement is reflected in the following tables. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of February 2, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 187,391,515 ​ $ 32,608,085 ​ $ 219,999,600 Class A common stock ​ $ 326 ​ $ (326) ​ $ — Additional paid-in capital ​ $ 7,266,395 ​ $ (7,266,395) ​ $ — Accumulated deficit ​ $ (2,267,261) ​ $ (25,341,364) ​ $ (27,608,625) Total Stockholders’ Equity (Deficit) ​ $ 5,000,010 ​ $ (32,608,085) ​ $ (27,608,075) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 199,818,384 ​ $ 20,181,216 ​ $ 219,999,600 Class A common stock ​ $ 202 ​ $ (202) ​ $ — Retained Earnings (accumulated deficit) ​ $ 4,999,258 ​ $ (20,181,014) ​ $ (15,181,756) Total Stockholders’ Equity (Deficit) ​ $ 5,000,010 ​ $ (20,181,216) ​ $ (15,181,206) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 194,349,920 ​ $ 25,649,680 ​ $ 219,999,600 Class A common stock ​ $ 256 ​ $ (256) ​ $ — Additional paid-in capital ​ $ 5,468,410 ​ $ (5,468,410) ​ $ — Accumulated deficit ​ $ (469,210) ​ $ (20,181,014) ​ $ (20,650,224) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (25,649,680) ​ $ (20,649,674) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ March 31, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted shares ​ 18,739,152 ​ (18,739,152) ​ — Basic and diluted net loss per common stock, Class A common stock subject to possible redemption ​ $ — ​ $ — ​ $ — Basic and diluted average ​ 7,302,125 ​ $ (7,302,125) ​ — Basic and diluted stock ​ $ 1.39 ​ $ (1.39) ​ $ — Basic and diluted outstanding common ​ — ​ 13,933,308 ​ 13,933,308 Basic and diluted income ​ $ — ​ $ 0.53 ​ $ 0.53 Basic and diluted shares ​ — ​ 5,236,947 ​ 5,236,947 Basic and diluted income ​ $ — ​ $ 0.53 ​ $ 0.53 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted average ​ 19,981,838 ​ (19,981,838) ​ — Basic and diluted net loss per common stock, Class A common stock subject to possible redemption ​ $ — ​ $ — ​ $ — Basic and diluted average ​ 7,518,112 ​ $ (7,518,112) ​ — Basic and diluted common ​ $ (0.73) ​ $ 0.73 ​ $ — Basic and diluted shares ​ — ​ 21,999,960 ​ 21,999,960 Basic and diluted share ​ $ — ​ $ (0.20) ​ $ (0.20) Basic and diluted outstanding ​ — ​ 5,499,990 ​ 5,499,990 Basic and diluted common ​ $ — ​ $ (0.20) ​ $ (0.20) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted average ​ 19,503,236 ​ (19,503,236) ​ — Basic and diluted net loss per common stock, Class A common stock subject to possible redemption ​ $ — ​ $ — ​ $ — Basic and diluted average ​ 7,410,715 ​ $ (7,410,715) ​ — Basic and diluted common ​ $ 0.63 ​ $ (0.63) ​ $ — Basic and diluted averag ​ — ​ 17,988,918 ​ 17,988,918 Basic and diluted income ​ $ — ​ $ 0.20 ​ $ 0.20 Basic and diluted shares ​ — ​ 5,369,195 ​ 5,369,195 Basic and diluted income ​ $ — ​ $ 0.20 ​ $ 0.20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Statement of Stockholders’ Equity as of March 31, 2021 Reported Adjustment As Restated Sale of 21,999,960 Units, net of underwriting discounts, initial fair value of public warrants, and offering expenses ​ $ 194,633,785 ​ $ (194,633,785) ​ $ — Class A common stock subject to possible redemption ​ $ (199,818,384) ​ $ 199,818,384 ​ $ — Sale of Private Placement Warrants ​ $ — ​ $ (1,453,565) ​ $ (1,453,565) Accretion of Class A common stock subject to possible redemption ​ $ — ​ $ (23,912,250) ​ $ (23,912,250) Total stockholders’ equity (deficit) ​ $ 5,000,010 ​ $ (20,181,216) ​ $ (15,181,206) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Statement of Stockholders’ Equity as of June 30, 2021 Reported Adjustment As Restated Change in value of common stock subject to possible redemption ​ $ 5,468,464 ​ $ (5,468,464) ​ $ — Total stockholders’ equity (deficit) ​ $ 5,000,006 ​ $ (25,649,680) ​ $ (20,649,674) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended As Previously ​ ​ ​ ​ March 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Initial classification of common stock subject to possible redemption ​ $ 208,793,480 ​ $ 11,206,120 ​ $ 219,999,600 Change in value of common stock subject to possible redemption ​ $ (8,975,096) ​ $ 8,975,096 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Initial classification of common stock subject to possible redemption ​ $ 208,793,480 ​ $ 11,206,120 ​ $ 219,999,600 Change in value of common stock subject to possible redemption ​ $ (14,443,560) ​ $ 14,443,560 ​ $ — ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2020 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on March 30, 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 period ended December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 condensed financial statements is the determination of the fair value of the warrant liabilities. 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. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Both the Private Placement Warrants and Public Warrants include a tender offer provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the warrants (both the Public Warrants and Private Placement Warrants) would be entitled to receive cash for their warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all warrant holders would be entitled to cash, while only certain of the holders of the Company’s common stock would be entitled to cash. As such, the tender offer provision fails the ‘classified in stockholders’ equity’ criteria in ASC 815-40-25. This requires that both the Public Warrants and Private Placement Warrants be classified as liabilities measured at fair value, with changes in fair value reported each period in earnings. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants were initially estimated using a Monte Carlo simulation approach. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption 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, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 219,999,600 Less: ​ Proceeds allocated to Public Warrants ​ (13,529,975) Class A common stock issuance costs ​ (10,382,275) Plus: ​ Accretion of carrying value to redemption value ​ 23,912,250 Class A common stocks subject to possible redemption ​ $ 219,999,600 ​ 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. 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. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Loss (Income) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common 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 17,399,972 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 income (loss)loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ For the Period from September 2, ​ ​ September 30, ​ September 30, ​ 2020 (Inception) Through ​ ​ 2021 ​ 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ 1,266,601 ​ $ 316,650 ​ $ 4,903,066 ​ $ 1,372,326 ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 21,999,960 ​ ​ 5,499,990 ​ ​ 19,340,624 ​ ​ 5,413,273 ​ ​ — ​ ​ 4,782,600 Basic and diluted net income (loss) per common share ​ $ 0.06 ​ $ 0.06 ​ $ 0.25 ​ $ 0.25 ​ $ — ​ $ (0.00) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account 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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 21,999,960 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,869,560 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s 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 6,399,992 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,399,992 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. 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 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. As a result of the difference in fair value of $1.23 per share of the Private Placement Warrants (see Note 10) and the purchase of $1.00 per share, the Company recorded a charge of $1.5 million as of the date of the Private Placement which is included in the Change in fair value of derivative liability in the statement of operations for the three and nine months ended September 30, 2021.

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 23, 2020, the Initial Stockholders purchased 4,600,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On January 28, 2021, the Company effected a 1.19565:1 stock split of its Founder Shares, resulting in 5,499,990 Founder Shares outstanding. The Founder Shares included an aggregate of up to 717,390 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after 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 agreed, commencing on January 28, 2021 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial and administrative services. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $80,000 of such fees. Promissory Note — Related Party On September 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and is payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $90,000 was repaid at the closing of the Initial Public Offering on February 2, 2021. Borrowings under the Promissory Note are no longer available. 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 directors and officers 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. On July 23, 2021 and October 26, 2021, the Company’s founders committed to provide the Company with an aggregate of $2,500,000 in loans. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the 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 $7,699,986 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.

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY	9 Months Ended
	Sep. 30, 2021
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY	NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock Class A Common Stock outstanding issued Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as 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 excess of the amounts offered in this prospectus and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2021
WARRANTS
WARRANTS	NOTE 9. WARRANTS As of September 30, 2021, there were 10,999,980 Public Warrants and 6,399,992 Private Placement Warrants outstanding. As of December 31, 2020, there were no Public Warrants and Private Placement Warrants outstanding Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public 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 covering 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 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 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 last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before we send 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. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public 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 Public Warrants. If the Company does not complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public 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 Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders 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 higher 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 higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable 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 follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $349 in cash and $220,050,413 in U.S. Treasury Securities. Through September 30, 2021, the Company has not withdrawn any of interest earned on 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2021 Assets: ​ Marketable securities held in Trust Account 1 ​ $ 220,050,762 ​ ​ ​ ​ ​ ​ Liabilities: ​ Warrant Liability – Public Warrants 1 ​ 6,378,888 Warrant Liability – Private Placement Warrants 3 ​ 3,718,266 ​ The warrants are accounted for as liabilities in accordance with ASC815-40 and are presented within warrant liabilities in the accompanying 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 warrant liabilities in the condensed statements of operations. The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes 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 warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The following assumptions were used to determine the Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ February 2, ​ ​ 2021 2021 ​ Risk-free interest rate ​ ​ 1.09 % ​ 0.62 % Time to expiration, in Years ​ ​ 5.67 ​ ​ 6.00 ​ Expected volatility ​ ​ 10.5 % ​ 14.0 - 23.0 % Dividend yield ​ ​ 0.00 % ​ 0.00 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 9.77 ​ $ 10.00 ​ ​ The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement ​ ​ ​ (1) Public Warrant Liabilities Fair value as of January 1, 2021 ​ $ — ​ — ​ — Initial measurement on February 2, 2021 ​ 7,871,990 13,529,975 21,401,965 Change in fair value ​ (4,671,994) (8,029,985) (12,701,979) Transfers to Level 1 ​ ​ — ​ (5,499,990) ​ (5,499,990) Fair value as of September 30, 2021 ​ ​ 3,199,996 — 3,199,996 Change in fair value ​ ​ 1,343,998 ​ — ​ 1,343,998 Fair value as of June 30, 2021 ​ ​ 4,543,994 ​ — ​ 4,543,994 Change in fair value ​ ​ (825,728) ​ — ​ (825,728) Fair value as of September 30, 2021 ​ $ 3,718,266 ​ — ​ 3,718,266 (1) As a result of the difference in fair value of $1.23 per share of the Private Placement Warrants and the purchase of $1.00 per share (see Note 5), the Company recorded a charge of $1.5 million as of the date of the private placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was $6,378,888.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 26, 2021, the Company’s founders committed to provide the Company with an additional $1,000,000 in loans, bringing the total commitment from the founders to an aggregate of $2,500,000 in loans. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2020 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on March 30, 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 period ended December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 condensed financial statements is the determination of the fair value of the warrant liabilities. 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.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Both the Private Placement Warrants and Public Warrants include a tender offer provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the warrants (both the Public Warrants and Private Placement Warrants) would be entitled to receive cash for their warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all warrant holders would be entitled to cash, while only certain of the holders of the Company’s common stock would be entitled to cash. As such, the tender offer provision fails the ‘classified in stockholders’ equity’ criteria in ASC 815-40-25. This requires that both the Public Warrants and Private Placement Warrants be classified as liabilities measured at fair value, with changes in fair value reported each period in earnings. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants were initially estimated using a Monte Carlo simulation approach. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption 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, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 219,999,600 Less: ​ Proceeds allocated to Public Warrants ​ (13,529,975) Class A common stock issuance costs ​ (10,382,275) Plus: ​ Accretion of carrying value to redemption value ​ 23,912,250 Class A common stocks subject to possible redemption ​ $ 219,999,600 ​
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. 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. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.
Net Loss (Income) Per Common Share	Net Loss (Income) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common 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 17,399,972 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 income (loss)loss per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ For the Period from September 2, ​ ​ September 30, ​ September 30, ​ 2020 (Inception) Through ​ ​ 2021 ​ 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ 1,266,601 ​ $ 316,650 ​ $ 4,903,066 ​ $ 1,372,326 ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 21,999,960 ​ ​ 5,499,990 ​ ​ 19,340,624 ​ ​ 5,413,273 ​ ​ — ​ ​ 4,782,600 Basic and diluted net income (loss) per common share ​ $ 0.06 ​ $ 0.06 ​ $ 0.25 ​ $ 0.25 ​ $ — ​ $ (0.00)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account 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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any 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
Schedule of restatement on financial statement	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of February 2, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 187,391,515 ​ $ 32,608,085 ​ $ 219,999,600 Class A common stock ​ $ 326 ​ $ (326) ​ $ — Additional paid-in capital ​ $ 7,266,395 ​ $ (7,266,395) ​ $ — Accumulated deficit ​ $ (2,267,261) ​ $ (25,341,364) ​ $ (27,608,625) Total Stockholders’ Equity (Deficit) ​ $ 5,000,010 ​ $ (32,608,085) ​ $ (27,608,075) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 199,818,384 ​ $ 20,181,216 ​ $ 219,999,600 Class A common stock ​ $ 202 ​ $ (202) ​ $ — Retained Earnings (accumulated deficit) ​ $ 4,999,258 ​ $ (20,181,014) ​ $ (15,181,756) Total Stockholders’ Equity (Deficit) ​ $ 5,000,010 ​ $ (20,181,216) ​ $ (15,181,206) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 194,349,920 ​ $ 25,649,680 ​ $ 219,999,600 Class A common stock ​ $ 256 ​ $ (256) ​ $ — Additional paid-in capital ​ $ 5,468,410 ​ $ (5,468,410) ​ $ — Accumulated deficit ​ $ (469,210) ​ $ (20,181,014) ​ $ (20,650,224) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (25,649,680) ​ $ (20,649,674) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ March 31, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted shares ​ 18,739,152 ​ (18,739,152) ​ — Basic and diluted net loss per common stock, Class A common stock subject to possible redemption ​ $ — ​ $ — ​ $ — Basic and diluted average ​ 7,302,125 ​ $ (7,302,125) ​ — Basic and diluted stock ​ $ 1.39 ​ $ (1.39) ​ $ — Basic and diluted outstanding common ​ — ​ 13,933,308 ​ 13,933,308 Basic and diluted income ​ $ — ​ $ 0.53 ​ $ 0.53 Basic and diluted shares ​ — ​ 5,236,947 ​ 5,236,947 Basic and diluted income ​ $ — ​ $ 0.53 ​ $ 0.53 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted average ​ 19,981,838 ​ (19,981,838) ​ — Basic and diluted net loss per common stock, Class A common stock subject to possible redemption ​ $ — ​ $ — ​ $ — Basic and diluted average ​ 7,518,112 ​ $ (7,518,112) ​ — Basic and diluted common ​ $ (0.73) ​ $ 0.73 ​ $ — Basic and diluted shares ​ — ​ 21,999,960 ​ 21,999,960 Basic and diluted share ​ $ — ​ $ (0.20) ​ $ (0.20) Basic and diluted outstanding ​ — ​ 5,499,990 ​ 5,499,990 Basic and diluted common ​ $ — ​ $ (0.20) ​ $ (0.20) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted average ​ 19,503,236 ​ (19,503,236) ​ — Basic and diluted net loss per common stock, Class A common stock subject to possible redemption ​ $ — ​ $ — ​ $ — Basic and diluted average ​ 7,410,715 ​ $ (7,410,715) ​ — Basic and diluted common ​ $ 0.63 ​ $ (0.63) ​ $ — Basic and diluted averag ​ — ​ 17,988,918 ​ 17,988,918 Basic and diluted income ​ $ — ​ $ 0.20 ​ $ 0.20 Basic and diluted shares ​ — ​ 5,369,195 ​ 5,369,195 Basic and diluted income ​ $ — ​ $ 0.20 ​ $ 0.20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Statement of Stockholders’ Equity as of March 31, 2021 Reported Adjustment As Restated Sale of 21,999,960 Units, net of underwriting discounts, initial fair value of public warrants, and offering expenses ​ $ 194,633,785 ​ $ (194,633,785) ​ $ — Class A common stock subject to possible redemption ​ $ (199,818,384) ​ $ 199,818,384 ​ $ — Sale of Private Placement Warrants ​ $ — ​ $ (1,453,565) ​ $ (1,453,565) Accretion of Class A common stock subject to possible redemption ​ $ — ​ $ (23,912,250) ​ $ (23,912,250) Total stockholders’ equity (deficit) ​ $ 5,000,010 ​ $ (20,181,216) ​ $ (15,181,206) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Statement of Stockholders’ Equity as of June 30, 2021 Reported Adjustment As Restated Change in value of common stock subject to possible redemption ​ $ 5,468,464 ​ $ (5,468,464) ​ $ — Total stockholders’ equity (deficit) ​ $ 5,000,006 ​ $ (25,649,680) ​ $ (20,649,674) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended As Previously ​ ​ ​ ​ March 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Initial classification of common stock subject to possible redemption ​ $ 208,793,480 ​ $ 11,206,120 ​ $ 219,999,600 Change in value of common stock subject to possible redemption ​ $ (8,975,096) ​ $ 8,975,096 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Initial classification of common stock subject to possible redemption ​ $ 208,793,480 ​ $ 11,206,120 ​ $ 219,999,600 Change in value of common stock subject to possible redemption ​ $ (14,443,560) ​ $ 14,443,560 ​ $ —

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of common stock subject to possible redemption	At September 30, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 219,999,600 Less: ​ Proceeds allocated to Public Warrants ​ (13,529,975) Class A common stock issuance costs ​ (10,382,275) Plus: ​ Accretion of carrying value to redemption value ​ 23,912,250 Class A common stocks subject to possible redemption ​ $ 219,999,600
Schedule of calculation of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ For the Period from September 2, ​ ​ September 30, ​ September 30, ​ 2020 (Inception) Through ​ ​ 2021 ​ 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ 1,266,601 ​ $ 316,650 ​ $ 4,903,066 ​ $ 1,372,326 ​ $ — ​ $ (1,000) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 21,999,960 ​ ​ 5,499,990 ​ ​ 19,340,624 ​ ​ 5,413,273 ​ ​ — ​ ​ 4,782,600 Basic and diluted net income (loss) per common share ​ $ 0.06 ​ $ 0.06 ​ $ 0.25 ​ $ 0.25 ​ $ — ​ $ (0.00)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2021 Assets: ​ Marketable securities held in Trust Account 1 ​ $ 220,050,762 ​ ​ ​ ​ ​ ​ Liabilities: ​ Warrant Liability – Public Warrants 1 ​ 6,378,888 Warrant Liability – Private Placement Warrants 3 ​ 3,718,266
Schedule of level 3 fair value measurements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ February 2, ​ ​ 2021 2021 ​ Risk-free interest rate ​ ​ 1.09 % ​ 0.62 % Time to expiration, in Years ​ ​ 5.67 ​ ​ 6.00 ​ Expected volatility ​ ​ 10.5 % ​ 14.0 - 23.0 % Dividend yield ​ ​ 0.00 % ​ 0.00 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 9.77 ​ $ 10.00 ​
Schedule of changes in the fair value of Level 3 warrant liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement ​ ​ ​ (1) Public Warrant Liabilities Fair value as of January 1, 2021 ​ $ — ​ — ​ — Initial measurement on February 2, 2021 ​ 7,871,990 13,529,975 21,401,965 Change in fair value ​ (4,671,994) (8,029,985) (12,701,979) Transfers to Level 1 ​ ​ — ​ (5,499,990) ​ (5,499,990) Fair value as of September 30, 2021 ​ ​ 3,199,996 — 3,199,996 Change in fair value ​ ​ 1,343,998 ​ — ​ 1,343,998 Fair value as of June 30, 2021 ​ ​ 4,543,994 ​ — ​ 4,543,994 Change in fair value ​ ​ (825,728) ​ — ​ (825,728) Fair value as of September 30, 2021 ​ $ 3,718,266 ​ — ​ 3,718,266 (1) As a result of the difference in fair value of $1.23 per share of the Private Placement Warrants and the purchase of $1.00 per share (see Note 5), the Company recorded a charge of $1.5 million as of the date of the private placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details) - USD ($)	Feb. 02, 2021	Sep. 23, 2020	Sep. 30, 2020	Oct. 26, 2021	Mar. 31, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants					$ 1,453,565
Transaction costs	$ 12,630,102					$ 794,263
Cash underwriting fees	4,399,992
Other offering costs	530,124
Deferred underwriting fee payable	$ 7,699,986					$ 7,699,986
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination						50.00%
Minimum net tangible assets upon consummation of the Business Combination	$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent	15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Threshold business days for redemption of public shares	10 days
Maximum net interest to pay dissolution expenses	$ 100,000
Issuance of Class B common stock to Sponsor		$ 25,000	$ 25,000
Operating bank accounts						$ 793,068
Working capital						1,171,133
Contribution from Sponsor						25,000
Loan contribution				$ 2,500,000		150,000
Outstanding amount of working capital						0
Related Party Loans
Subsidiary, Sale of Stock [Line Items]
maximum Loans Convertible Into Warrants						$ 1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	21,999,960
Share price	$ 10					$ 10
Gross proceeds from sale of units	$ 219,999,600
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	2,869,560
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrants						$ 1
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	6,399,992					6,399,992
Price of warrants	$ 1					$ 1
Sale of Private Placement Warrants	$ 6,399,992					$ 6,399,992

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 02, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 01, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Common Stock Subject to Possible Redemption	$ 219,999,600	$ 219,999,600	$ 219,999,600	$ 219,999,600
Additional paid-in capital		0			$ 24,450
Accumulated deficit	(19,066,973)	(20,650,224)	(15,181,756)	(27,608,625)	(1,000)
Total Stockholders' Equity (Deficit)	$ (19,066,423)	(20,649,674)	(15,181,206)	(27,608,075)	$ 24,000	$ 24,000	$ 0
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		0	0
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Common Stock Subject to Possible Redemption		194,349,920	199,818,384	187,391,515
Additional paid-in capital		5,468,410		7,266,395
Accumulated deficit		(469,210)	4,999,258	(2,267,261)
Total Stockholders' Equity (Deficit)		5,000,006	5,000,010	5,000,010
As Previously Reported | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		256	202	326
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Common Stock Subject to Possible Redemption		25,649,680	20,181,216	32,608,085
Additional paid-in capital		(5,468,410)		(7,266,395)
Accumulated deficit		(20,181,014)	(20,181,014)	(25,341,364)
Total Stockholders' Equity (Deficit)		(25,649,680)	(20,181,216)	(32,608,085)
Adjustment | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		$ (256)	$ (202)	$ (326)

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
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, diluted					17,988,918
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic		21,999,960	21,999,960	13,933,308	17,988,918	19,340,624
Weighted average shares outstanding, diluted		21,999,960	21,999,960	13,933,308		19,340,624
Basic net loss per common share		$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Diluted net loss per common share		$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Class A common stock | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic			21,999,960	13,933,308	17,988,918
Weighted average shares outstanding, diluted			21,999,960	13,933,308	17,988,918
Basic net loss per common share			$ (0.20)	$ 0.53	$ 0.20
Diluted net loss per common share			$ (0.20)	$ 0.53	$ 0.20
Class A common stock subject to possible redemption | As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic			19,981,838	18,739,152	19,503,236
Weighted average shares outstanding, diluted			19,981,838	18,739,152	19,503,236
Class A common stock subject to possible redemption | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic			(19,981,838)	(18,739,152)	(19,503,236)
Weighted average shares outstanding, diluted			(19,981,838)	(18,739,152)	(19,503,236)
Class A Common Stock Not Subject to Redemption | As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic			7,518,112	7,302,125	7,410,715
Weighted average shares outstanding, diluted			7,518,112	7,302,125	7,410,715
Basic net loss per common share			$ (0.73)	$ 1.39	$ 0.63
Diluted net loss per common share			$ (0.73)	$ 1.39	$ 0.63
Class A Common Stock Not Subject to Redemption | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic			(7,518,112)	(7,302,125)	(7,410,715)
Weighted average shares outstanding, diluted			(7,518,112)	(7,302,125)	(7,410,715)
Basic net loss per common share			$ 0.73	$ (1.39)	$ (0.63)
Diluted net loss per common share			$ 0.73	$ (1.39)	$ (0.63)
Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic	4,782,600	5,499,990	5,499,990	5,236,947	5,369,195	5,413,273
Weighted average shares outstanding, diluted	4,782,600	5,499,990	5,499,990	5,236,947	5,369,195	5,413,273
Basic net loss per common share	$ 0	$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Diluted net loss per common share	$ 0	$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Class B common stock | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic			5,499,990	5,236,947	5,369,195
Weighted average shares outstanding, diluted			5,499,990	5,236,947	5,369,195
Basic net loss per common share			$ (0.20)	$ 0.53	$ 0.20
Diluted net loss per common share			$ (0.20)	$ 0.53	$ 0.20

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Feb. 02, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 01, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 21,999,960 Unit, net of underwriting discounts, initial fair value of public warrants, and offering expenses		0
Sale of units (in shares)		21,999,960
Change in value of common stock subject to possible redemption	$ 0	$ 0
Sale of Private Placement Warrants		(1,453,565)
Accretion of Class A common stock subject to possible redemption		(23,912,250)
Total Stockholders' Equity (Deficit)	(20,649,674)	$ (15,181,206)	$ (19,066,423)	$ (27,608,075)	$ 24,000	$ 24,000	$ 0
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 21,999,960 Unit, net of underwriting discounts, initial fair value of public warrants, and offering expenses		194,633,785
Change in value of common stock subject to possible redemption	5,468,464	$ (199,818,384)
Sale of Private Placement Warrants		0
Accretion of Class A common stock subject to possible redemption		0
Total Stockholders' Equity (Deficit)	5,000,006	$ 5,000,010		5,000,010
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 21,999,960 Unit, net of underwriting discounts, initial fair value of public warrants, and offering expenses		(194,633,785)
Change in value of common stock subject to possible redemption	(5,468,464)	$ 199,818,384
Sale of Private Placement Warrants		(1,453,565)
Accretion of Class A common stock subject to possible redemption		(23,912,250)
Total Stockholders' Equity (Deficit)	$ (25,649,680)	$ (20,181,216)		$ (32,608,085)

RESTATEMENT OF PREVIOUSLY ISS_6

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Cash Flows (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A common stock subject to possible redemption	$ 219,999,600	$ 219,999,600	$ 219,999,960
Change in value of common stock subject to possible redemption	0
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A common stock subject to possible redemption	208,793,480	208,793,480
Change in value of common stock subject to possible redemption	(8,975,096)	(14,443,560)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A common stock subject to possible redemption	11,206,120	11,206,120
Change in value of common stock subject to possible redemption	$ 8,975,096	$ 14,443,560

RESTATEMENT OF PREVIOUSLY ISS_7

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional Information (Details)	Feb. 02, 2021USD ($)
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Minimum net tangible assets upon consummation of the Business Combination	$ 5,000,001

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Purchase of aggregate shares	17,399,972
FDIC insured amount	$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 02, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 219,999,600
Proceeds allocated to Public Warrants	(13,529,975)
Class A common stock issuance costs	(10,382,275)
Accretion of carrying value to redemption value	23,912,250
Class A Common Stock Subject to Possible Redemption	$ 219,999,600	$ 219,999,600	$ 219,999,600	$ 219,999,600

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net 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
Denominator:
Weighted average shares outstanding, diluted					17,988,918
Class A common stock
Basic and diluted net income (loss) per common share
Allocation of net loss, as adjusted		$ 1,266,601				$ 4,903,066
Denominator:
Weighted average shares outstanding, basic		21,999,960	21,999,960	13,933,308	17,988,918	19,340,624
Weighted average shares outstanding, diluted		21,999,960	21,999,960	13,933,308		19,340,624
Basic net income (loss) per common share		$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Diluted net income (loss) per common share		$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Class B common stock
Basic and diluted net income (loss) per common share
Allocation of net loss, as adjusted	$ (1,000)	$ 316,650				$ 1,372,326
Denominator:
Weighted average shares outstanding, basic	4,782,600	5,499,990	5,499,990	5,236,947	5,369,195	5,413,273
Weighted average shares outstanding, diluted	4,782,600	5,499,990	5,499,990	5,236,947	5,369,195	5,413,273
Basic net income (loss) per common share	$ 0	$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25
Diluted net income (loss) per common share	$ 0	$ 0.06	$ (0.20)	$ 0.53	$ 0.20	$ 0.25

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Outstanding shares	50.00%

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Feb. 02, 2021	Sep. 30, 2021
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	21,999,960
Price per share	$ 10	$ 10
Number of shares in a unit	1
Number of warrants in a unit	0.50
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	2,869,560

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Feb. 02, 2021	Mar. 31, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 1,453,565
Number of units sold		21,999,960
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrants			$ 1
Number of shares per warrant			1
Exercise price of warrants			$ 11.50
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Warrant Liability Per Share			1.23
Class of Warrant or Right, Price of Warrants or Rights			$ 1
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings			$ 1,500,000
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	6,399,992		6,399,992
Price of warrants	$ 1		$ 1
Aggregate purchase price	$ 6,399,992		$ 6,399,992
Class of Warrant or Right, Price of Warrants or Rights	$ 1		$ 1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 28, 2021shares	Sep. 23, 2020USD ($)shares	Sep. 30, 2020USD ($)	Sep. 30, 2021Ditem$ / sharesshares	Dec. 31, 2020shares
Related Party Transaction [Line Items]
Issuance of Class B common stock to Sponsor | $		$ 25,000	$ 25,000
Number of shares subject to forfeiture (in shares)				717,390
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Founder Shares
Related Party Transaction [Line Items]
Number of shares issued		4,600,000
Class B common stock
Related Party Transaction [Line Items]
Stock split ratio	1.19565
Common stock, shares outstanding	5,499,990			5,499,990	5,499,990
Class A common stock
Related Party Transaction [Line Items]
Common stock, shares outstanding				21,999,960	0
Class A common stock | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item				20
Threshold 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

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	Feb. 02, 2021	Jan. 28, 2021	Oct. 26, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 23, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party					$ 50,000
Loan contribution			$ 2,500,000		150,000
Affiliated Entity
Related Party Transaction [Line Items]
Expenses incurred and paid				$ 30,000	80,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 90,000
Maximum loans convertible into warrants							$ 150,000
Related Party Loans
Related Party Transaction [Line Items]
Proceeds held in the Trust Account					0
Maximum loans convertible into warrants				$ 1,500,000	$ 1,500,000
Price of warrants (in dollars per share)				$ 1	$ 1
Working capital loans outstanding				$ 0	$ 0	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Sep. 30, 2021	Feb. 02, 2021
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit	$ 0.35
Deferred underwriting fee payable	$ 7,699,986	$ 7,699,986

STOCKHOLDER'S EQUITY - Preferre

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

STOCKHOLDER'S EQUITY - Common S

STOCKHOLDER'S EQUITY - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares	Jan. 28, 2021shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Conversion ratio	1
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000		100,000,000
Common stock, par value | $ / shares	$ 0.0001		$ 0.0001
Common Stock, Voting Rights	one
Common stock, shares issued	21,999,960		0
Common stock, shares outstanding	21,999,960		0
Shares subject to possible redemption	21,999,960		0
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000		10,000,000
Common stock, par value | $ / shares	$ 0.0001		$ 0.0001
Common Stock, Voting Rights	one
Common stock, shares issued	5,499,990		5,499,990
Common stock, shares outstanding	5,499,990	5,499,990	5,499,990

WARRANTS (Details)

WARRANTS (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Threshold period for filling registration statement after business combination	20 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Threshold business days before sending notice of redemption to warrant holders	3 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding	10,999,980	0
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding	6,399,992	0
Redeemable warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 0.01
Threshold issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)	180
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Sep. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset held in Trust account	$ 220,050,762
Assets, Fair Value Disclosure [Abstract]
Warrant liabilities	10,097,154
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in the Trust Account	220,050,762
Level 1 | Public Warrants
Assets, Fair Value Disclosure [Abstract]
Warrant liabilities	6,378,888
Level 3 | Private Placement Warrants
Assets, Fair Value Disclosure [Abstract]
Warrant liabilities	3,718,266
Level 3 | Public Warrants
Assets, Fair Value Disclosure [Abstract]
Warrant liabilities	6,378,888
Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset held in Trust account	349
U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset held in Trust account	$ 220,050,413

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 fair value measurements (Details) - Level 3	Sep. 30, 2021	Feb. 02, 2021
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements	1.09	0.62
Time to expiration, in Years
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements	5.67	6
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements	10.5
Expected volatility | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements		14
Expected volatility | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements		23
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements	0	0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurements	9.77	10

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in fair value of Level 3 Warrant Liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 10,097,154			$ 10,097,154
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	4,543,994
Change in fair value	(825,728)	$ 1,343,998
Fair value	3,718,266	4,543,994		$ 3,718,266
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Warrant Liability Per Share				$ 1.23
Exercise price of warrants				$ 1
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings				$ 1,500,000
Warrant Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	4,543,994
Change in fair value	(825,728)	1,343,998
Fair value	3,718,266	4,543,994		3,718,266
Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value		3,199,996
Initial measurement on February 2, 2021			$ 7,871,990
Change in fair value			(4,671,994)
Fair value			3,199,996
Warrant liabilities	3,718,266			3,718,266
Level 3 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial measurement on February 2, 2021			13,529,975
Change in fair value			(8,029,985)
Transfers to Level 1			(5,499,990)
Warrant liabilities	$ 6,378,888			$ 6,378,888
Level 3 | Warrant Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value		$ 3,199,996
Initial measurement on February 2, 2021			21,401,965
Change in fair value			(12,701,979)
Transfers to Level 1			(5,499,990)
Fair value			$ 3,199,996

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Oct. 26, 2021	Oct. 26, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Loan contribution		$ 2,500,000	$ 150,000
Subsequent event
Subsequent Event [Line Items]
Loan contribution	$ 1,000,000	$ 2,500,000