Bright Lights Acquisition (BLTS) 10-Q 18 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 18, 2021
Document Information Line Items
Entity Registrant Name	BRIGHT LIGHTS ACQUISITION CORP.
Trading Symbol	BLTS
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001827328
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39846
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3038614
Entity Address, Address Line One	12100 Wilshire Blvd
Entity Address, Address Line Two	Suite 1150
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	(310)
Local Phone Number	421-1472
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,000,000
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,750,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 229,867	$ 56,573
Prepaid expenses	512,001
Total Current Assets	741,868	56,573
Deferred offering costs		309,175
Marketable securities held in Trust Account	230,010,063
TOTAL ASSETS	230,751,931	365,748
Current liabilities
Accrued expenses	3,162,138	4,119
Accrued offering costs		185,880
Promissory note – related party		155,000
Total Current Liabilities	3,162,138	344,999
Deferred underwriting fee payable	7,568,750
Warrant liabilities	17,376,000
Total Liabilities	28,106,888	344,999
Commitments and Contingencies
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 23,000,000 and no shares subject to possible redemption at redemption value at September 30, 2021 and December 31, 2020, respectively	230,000,000
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2021 and December 31, 2020	575	575
Additional paid-in capital		24,425
Accumulated deficit	(27,355,532)	(4,251)
Total Stockholders’ (Deficit) Equity	(27,354,957)	20,749
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$ 230,751,931	$ 365,748

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding
Preferred stock, shares issued
Class A common stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Stock shares subject to possible redemption	23,000,000
Common stock, shares issued	23,000,000
Common stock, shares outstanding	23,000,000
Class B common stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 1,000	$ 1,814,941	$ 4,308,085
Loss from operations	(1,000)	(1,814,941)	(4,308,085)
Other income (expense):
Interest earned on investments held in Trust Account		3,533	10,063
Change in fair value of warrant liabilities		(3,077,000)	5,430,000
Transaction costs associated with the Initial Public Offering			(788,627)
Loss on initial issuance of Private Placement Warrants			(1,716,000)
Total other (expense) income, net		(3,073,467)	2,935,436
Net loss	$ (1,000)	$ (4,888,408)	$ (1,372,649)
Class A common stock
Other income (expense):
Weighted average shares outstanding (in Shares)		23,000,000	22,073,260
Basic and diluted net loss per share (in Dollars per share)		$ (0.17)	$ (0.05)
Class B common stock
Other income (expense):
Weighted average shares outstanding (in Shares)	5,000,000	5,750,000	5,719,780
Basic and diluted net loss per share (in Dollars per share)	$ 0	$ (0.17)	$ (0.05)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Sep. 14, 2020
Balance (in Shares) at Sep. 14, 2020
Issuance of Class B common stock to Sponsor		$ 575	24,425		25,000
Issuance of Class B common stock to Sponsor (in Shares)		5,750,000
Net income (loss)				(1,000)	(1,000)
Balance at Sep. 30, 2020		$ 575	24,425	(1,000)	24,000
Balance (in Shares) at Sep. 30, 2020		5,750,000
Balance at Dec. 31, 2020		$ 575	24,425	(4,251)	20,749
Balance (in Shares) at Dec. 31, 2020		5,750,000
Accretion of Class A common stock to redemption amount			(24,425)	(25,978,632)	(26,003,057)
Net income (loss)				8,607,546	8,607,546
Balance at Mar. 31, 2021		$ 575		(17,375,337)	(17,374,762)
Balance (in Shares) at Mar. 31, 2021		5,750,000
Net income (loss)				(5,091,787)	(5,091,787)
Balance at Jun. 30, 2021		$ 575		(22,467,124)	(22,466,549)
Balance (in Shares) at Jun. 30, 2021		5,750,000
Net income (loss)				(4,888,408)	(4,888,408)
Balance at Sep. 30, 2021		$ 575		$ (27,355,532)	$ (27,354,957)
Balance (in Shares) at Sep. 30, 2021		5,750,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	1 Months Ended	9 Months Ended
	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,000)	$ (1,372,649)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		(5,430,000)
Loss on initial issuance of Private Placement Warrants		1,716,000
Interest earned on investments held in Trust Account		(10,063)
Transaction costs associated with the Initial Public Offering		788,627
Changes in operating assets and liabilities:
Prepaid expenses		(512,001)
Accrued expenses	1,000	3,158,019
Net cash used in operating activities		(1,662,067)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount paid		225,675,000
Proceeds from sale of Private Placements Warrants		6,600,000
Repayment of promissory note – related party		(155,000)
Payment of offering costs		(284,639)
Net cash provided by financing activities		231,835,361
Net Change in Cash		173,294
Cash – Beginning of period		56,573
Cash – End of period		229,867
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	7,600
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Initial classification of Class A common stock subject to possible redemption		230,000,000
Deferred underwriting fee payable		7,568,750
Initial classification of warrant liability		$ 22,806,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Bright Lights Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 15, 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 yet commenced any operations. All activity for the period September 15, 2020 (inception) through September 30, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company believes it will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated the Initial Public Offering of 23,000,000 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 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,600,000 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 Bright Lights Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,600,000, which is described in Note 5. Transaction costs amounted to $12,301,684, consisting of $4,325,000 of underwriting fees, $7,568,750 of deferred underwriting fees and $407,934 of other offering costs. Following the closing of the Initial Public Offering on January 11, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, 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 completing 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 anticipated to be $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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not 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 20% of the Public Shares, without the prior consent of the Company. The Sponsor and initial stockholders of the Company 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 January 11, 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 January 11, 2023 to complete a Business Combination or any extended period of time that the Company has to consummate a Business Combination (an “Extension Period”) as a result of an amendment to the Amended and Restated Certificate of Incorporation (the “Combination Period”). If the Company is unable to 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and initial stockholders of the Company 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 Sponsor or the initial stockholders of the Company 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 in 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. Going Concern As of September 30, 2021, the Company had $229,867 in its operating bank accounts, $230,010,063 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $2,270,270, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of September 30, 2021, approximately $10,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through January 29, 2023, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating 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
Revision Of Previously Issued Financial Statements [Abstract]
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 determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering it had 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 Class A common stock 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 Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restateded its net loss per common share calculation to allocate net loss evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. 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 statements is reflected in the following table. Balance Sheet as of January 11, 2021 As Previously Adjustment Restated Class A common stock subject to possible redemption $ 196,512,940 $ 33,487,060 $ 230,000,000 Class A common stock $ 335 $ (335 ) $ - Additional paid in capital $ 7,508,093 $ (7,508,093 ) $ - Accumulated deficit $ (2,509,022 ) $ (25,978,632 ) $ (28,487,654 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (33,487,060 ) $ (28,487,059 ) Balance Sheet as of March 31, 2021(Unaudited) Class A common stock subject to possible redemption $ 207,625,237 $ 22,374,763 $ 230,000,000 Class A common stock $ 224 $ (224 ) $ - Accumulated deficit $ 4,999,202 $ (22,374,539 ) $ (17,375,337 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,374,763 ) $ (17,374,762 ) Balance Sheet as of June 30, 2021(Unaudited) Class A common stock subject to possible redemption $ 202,533,450 $ 27,466,550 $ 230,000,000 Class A common stock $ 275 $ (275 ) $ - Additional paid-in capital $ 1,487,643 $ (1,487,643 ) $ - Accumulated deficit $ 3,511,508 $ (25,978,632 ) $ (22,467,124 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (27,466,550 ) $ (22,466,549 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited ) As Previously Adjustment Restated Sale of 23,000,000 Units, net of underwriter discounts and offering expenses $ 203,996,943 $ (203,996,943 ) $ — Initial value of common stock subject to possible redemption $ (207,625,237 ) $ 207,625,237 $ — Accretion for Class A common stock to redemption amount $ — $ (26,003,057 ) $ (26,003,057 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,374,763 ) $ (17,374,762 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to possible redemption $ (5,091,787 ) $ 5,091,787 $ — Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (27,466,550 ) $ (22,466,549 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 219,318,940 $ 10,681,060 $ 230,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 196,512,940 $ 33,487,060 $ 230,000,000 In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: As Previously Reported As Restated As Previously Reported As Restated As Previously Reported As Restated For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended March 31, March 31, June 30, June 30, June 30, June 30, Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 19,651,294 23,000,000 20,762,250 23,000,000 20,245,982 10,038 ,674 Basic and diluted net loss per share, Class A common stock $ — $ 0.30 $ — $ (0.18 ) $ — $ 0.22 Basic and diluted weighted average shares outstanding, Class B common stock 8,597,753 5,658,333 8,921,066 5,750,000 7,987,750 5,658,333 Basic and diluted net loss per share, Class B common stock $ 1.00 $ 0.30 $ (0.64 ) $ (0.18 ) $ 0.42 $ 0.22

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 6, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these 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 money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s 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. 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. 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 as a liability 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 Company accounts for the Public Warrants and Private Placement Warrants (together, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using the Modified Monte Carlo Simulation and Modified Black Scholes option pricing models (see Note 10). 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. As of September 30, 2021, the Company had a deferred tax asset of approximately $902,585, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. FASB 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. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses, the change in the fair value of the warrants liabilities and transaction costs incurred in connection with the Initial Public Offering. Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net loss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,100,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net loss, as adjusted $ (3,910,762 ) $ (977,682 ) $ (1,090,159 ) $ (282,490 ) $ — $ (1,000 ) Denominator: Basic and diluted weighted average common shares outstanding 23,000,000 5,750,000 22,073,260 5,719,780 — 5,000,000 Basic and diluted net loss per common share $ (0.17 ) $ (0.17 ) $ (0.05 ) $ (0.05 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 11). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 and the adoption did not have an impact on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2021
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING On January 11, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 10).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement Disclosure [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,600,000 in the aggregate), in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. 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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On September 29, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the amount of Founder Shares outstanding will equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor 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 Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination 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 7, 2021, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $88,065 in fees for these services. Lee Strategic Services Agreement Commencing on January 6, 2021 the Company will pay its Chief Financial Officer, Hahn Lee, $12,500 per month for his services prior to the initial Business Combination. For the three and nine months ended September 30, 2021, the Company incurred and paid $37,500 and $110,484 in fees for these services. Promissory Note — Related Party On September 29, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. The outstanding balance under the Note of $150,000 was repaid at the closing of the Initial Public Offering on January 11, 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 amounts outstanding under the Working Capital Loans.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 6, 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 have registration rights to require the Company to register a sale of any of our securities held by them. The holders 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. 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, up to $7,568,750 in the aggregate. The deferred fee will become payable to the underwriter 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. Certain investors identified by our Sponsor may purchase units in this offering at the initial public offering price. The underwriters did not receive any underwriting discounts or commissions on units sold in this offering that were purchased by certain investors identified by the sponsor.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9. STOCKHOLDERS’ EQUITY Preferred Stock 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 concurrently with or immediately following the consummation of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable or exchangeable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
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 $230,010,063 in money market funds which are invested primarily 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, Assets: Marketable securities held in Trust Account 1 $ 230,010,063 Liabilities: Warrant Liability – Public Warrants 1 $ 11,040,000 Warrant Liability – Private Placement Warrants 2 $ 6,336,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying September 30, 2021 condensed balance sheets. 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 warrants are measured at fair value on a recurring basis. The warrants were initially valued using a Monte Carlo Simulation method. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of January 11, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements 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 under the ticker BLTSW. 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 of the Warrants as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The key inputs into the Level 3 assumptions were as follows: January 11, 2021 (Initial Measurement) Public Private Input Warrants Warrants Class A Common Share Price Grossed Up to the IBC Date $ 9.28 $ 9.28 Redemption Trigger Price $ 18.00 Exercise price $ 11.50 $ 11.50 Risk-Free Rate 0.94 % 0.94 % Volatility 26.0 % 26.0 % Years to Expiration (From Expected IBC Date) 5.00 5.00 Dividend Yield 0.00 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial fair value as of January 11, 2021 8,316,000 14,490,000 22,806,000 Change in fair value (4,224,000 ) (7,360,000 ) (11,584,000 ) Transfer to Level 1 — (7,130,000 ) (7,130,000 ) Transfer to Level 2 (4,092,000 ) — (4,092,000 ) Fair value as of September 30, 2021 $ — $ — $ — 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 $7,130,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $4,092,000. There were no changes between levels during the three months ended September 30, 2021.

Subsequent Events

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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 6, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these 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 money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s 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.
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. 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 as a liability 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 Company accounts for the Public Warrants and Private Placement Warrants (together, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using the Modified Monte Carlo Simulation and Modified Black Scholes option pricing models (see Note 10).
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. As of September 30, 2021, the Company had a deferred tax asset of approximately $902,585, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. FASB 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. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses, the change in the fair value of the warrants liabilities and transaction costs incurred in connection with the Initial Public Offering.
Net Loss per Common Share	Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net loss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,100,000 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net loss, as adjusted $ (3,910,762 ) $ (977,682 ) $ (1,090,159 ) $ (282,490 ) $ — $ (1,000 ) Denominator: Basic and diluted weighted average common shares outstanding 23,000,000 5,750,000 22,073,260 5,719,780 — 5,000,000 Basic and diluted net loss per common share $ (0.17 ) $ (0.17 ) $ (0.05 ) $ (0.05 ) $ — $ (0.00 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 11).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 and the adoption did not have an impact on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Schedule statement of changes in stockholders’ equity (deficit)	Balance Sheet as of January 11, 2021 As Previously Adjustment Restated Class A common stock subject to possible redemption $ 196,512,940 $ 33,487,060 $ 230,000,000 Class A common stock $ 335 $ (335 ) $ - Additional paid in capital $ 7,508,093 $ (7,508,093 ) $ - Accumulated deficit $ (2,509,022 ) $ (25,978,632 ) $ (28,487,654 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (33,487,060 ) $ (28,487,059 ) Balance Sheet as of March 31, 2021(Unaudited) Class A common stock subject to possible redemption $ 207,625,237 $ 22,374,763 $ 230,000,000 Class A common stock $ 224 $ (224 ) $ - Accumulated deficit $ 4,999,202 $ (22,374,539 ) $ (17,375,337 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,374,763 ) $ (17,374,762 ) Balance Sheet as of June 30, 2021(Unaudited) Class A common stock subject to possible redemption $ 202,533,450 $ 27,466,550 $ 230,000,000 Class A common stock $ 275 $ (275 ) $ - Additional paid-in capital $ 1,487,643 $ (1,487,643 ) $ - Accumulated deficit $ 3,511,508 $ (25,978,632 ) $ (22,467,124 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (27,466,550 ) $ (22,466,549 )
Schedule statement of changes in stockholders’ equity (deficit) and cash flows	Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited ) As Previously Adjustment Restated Sale of 23,000,000 Units, net of underwriter discounts and offering expenses $ 203,996,943 $ (203,996,943 ) $ — Initial value of common stock subject to possible redemption $ (207,625,237 ) $ 207,625,237 $ — Accretion for Class A common stock to redemption amount $ — $ (26,003,057 ) $ (26,003,057 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,374,763 ) $ (17,374,762 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to possible redemption $ (5,091,787 ) $ 5,091,787 $ — Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (27,466,550 ) $ (22,466,549 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 219,318,940 $ 10,681,060 $ 230,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 196,512,940 $ 33,487,060 $ 230,000,000
Schedule of restatement on the company’s financial statements is reflected	As Previously Reported As Restated As Previously Reported As Restated As Previously Reported As Restated For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended March 31, March 31, June 30, June 30, June 30, June 30, Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 19,651,294 23,000,000 20,762,250 23,000,000 20,245,982 10,038 ,674 Basic and diluted net loss per share, Class A common stock $ — $ 0.30 $ — $ (0.18 ) $ — $ 0.22 Basic and diluted weighted average shares outstanding, Class B common stock 8,597,753 5,658,333 8,921,066 5,750,000 7,987,750 5,658,333 Basic and diluted net loss per share, Class B common stock $ 1.00 $ 0.30 $ (0.64 ) $ (0.18 ) $ 0.42 $ 0.22

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per common share	Three Months Ended September 30, 2021 Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net loss, as adjusted $ (3,910,762 ) $ (977,682 ) $ (1,090,159 ) $ (282,490 ) $ — $ (1,000 ) Denominator: Basic and diluted weighted average common shares outstanding 23,000,000 5,750,000 22,073,260 5,719,780 — 5,000,000 Basic and diluted net loss per common share $ (0.17 ) $ (0.17 ) $ (0.05 ) $ (0.05 ) $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 230,010,063 Liabilities: Warrant Liability – Public Warrants 1 $ 11,040,000 Warrant Liability – Private Placement Warrants 2 $ 6,336,000
Schedule of key inputs into the Level 3 assumptions	January 11, 2021 (Initial Measurement) Public Private Input Warrants Warrants Class A Common Share Price Grossed Up to the IBC Date $ 9.28 $ 9.28 Redemption Trigger Price $ 18.00 Exercise price $ 11.50 $ 11.50 Risk-Free Rate 0.94 % 0.94 % Volatility 26.0 % 26.0 % Years to Expiration (From Expected IBC Date) 5.00 5.00 Dividend Yield 0.00 % 0.00 %
Schedule of changes in the fair value of Level 3 warrant liabilities	Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial fair value as of January 11, 2021 8,316,000 14,490,000 22,806,000 Change in fair value (4,224,000 ) (7,360,000 ) (11,584,000 ) Transfer to Level 1 — (7,130,000 ) (7,130,000 ) Transfer to Level 2 (4,092,000 ) — (4,092,000 ) Fair value as of September 30, 2021 $ — $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Jan. 11, 2021	Sep. 30, 2021	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs		$ 12,301,684
Underwriting fees		4,325,000
Deferred underwriting fees		7,568,750
Other offering costs		$ 407,934
Fair market value percentage		80.00%
Net tangible assets		$ 5,000,001
Aggregate of percentage		20.00%
Redemption of public shares percentage		100.00%
Dissolution expenses		$ 100,000
Public per share price (in Dollars per share)		$ 10
Operating bank accounts		$ 229,867	$ 56,573
Marketable securities held in Trust Account		230,010,063
Interest income		$ 10,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated the initial public offering (in Shares)	23,000,000
Gross proceeds	$ 230,000,000
Initial public offering, description	Following the closing of the Initial Public Offering on January 11, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, 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.
Initial public offering price, per share (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated the initial public offering (in Shares)	3,000,000
Price per warrant (in Dollars per share)	$ 10
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 6,600,000
Sale of warrant (in Shares)	6,600,000
Warrants price, per share (in Dollars per share)	$ 1
Working capital		$ 1,500,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities		50.00%
Public per share (in Dollars per share)		$ 10
Working capital		$ 2,270,270

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Sep. 30, 2021USD ($)
Revision Of Previously Issued Financial Statements [Abstract]
Net tangible asset	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of revision financial statements - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jan. 11, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 202,533,450	$ 207,625,237	$ 196,512,940
Class A common stock	275	224	335
Additional paid in capital	1,487,643		7,508,093
Accumulated deficit	3,511,508	4,999,202	(2,509,022)
Total Stockholders’ Equity (Deficit)	5,000,001	5,000,001	5,000,001
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	27,466,550	22,374,763	33,487,060
Class A common stock	(275)	(224)	(335)
Additional paid in capital	(1,487,643)		(7,508,093)
Accumulated deficit	(25,978,632)	(22,374,539)	(25,978,632)
Total Stockholders’ Equity (Deficit)	(27,466,550)	(22,374,763)	(33,487,060)
Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	230,000,000	230,000,000	230,000,000
Class A common stock
Additional paid in capital
Accumulated deficit	(22,467,124)	(17,375,337)	(28,487,654)
Total Stockholders’ Equity (Deficit)	$ (22,466,549)	$ (17,374,762)	$ (28,487,059)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule statement of changes in stockholders’ equity (deficit) and cash flows - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Jan. 11, 2021
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule statement of changes in stockholders’ equity (deficit) and cash flows [Line Items]
Sale of 23,000,000 Units, net of underwriter discounts and offering expenses		$ 203,996,943
Initial value of common stock subject to possible redemption		(207,625,237)
Accretion for Class A common stock to redemption amount
Total Stockholders’ Equity (Deficit)	$ 5,000,001	5,000,001	$ 5,000,001	$ 5,000,001
Change in value of common stock subject to redemption	(5,091,787)
Initial classification of Class A common stock subject to possible redemption		219,318,940	196,512,940
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule statement of changes in stockholders’ equity (deficit) and cash flows [Line Items]
Sale of 23,000,000 Units, net of underwriter discounts and offering expenses		(203,996,943)
Initial value of common stock subject to possible redemption		207,625,237
Accretion for Class A common stock to redemption amount		(26,003,057)
Total Stockholders’ Equity (Deficit)	(27,466,550)	(22,374,763)	(27,466,550)	(33,487,060)
Change in value of common stock subject to redemption	5,091,787
Initial classification of Class A common stock subject to possible redemption		10,681,060	33,487,060
Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule statement of changes in stockholders’ equity (deficit) and cash flows [Line Items]
Sale of 23,000,000 Units, net of underwriter discounts and offering expenses
Initial value of common stock subject to possible redemption
Accretion for Class A common stock to redemption amount		(26,003,057)
Total Stockholders’ Equity (Deficit)	(22,466,549)	(17,374,762)	(22,466,549)	$ (28,487,059)
Change in value of common stock subject to redemption
Initial classification of Class A common stock subject to possible redemption		$ 230,000,000	$ 230,000,000

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company’s financial statements is reflected - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company’s financial statements is reflected [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	20,762,250	19,651,294	20,245,982
Basic and diluted net loss per share, Class A common stock
Basic and diluted weighted average shares outstanding, Class B common stock	8,921,066	8,597,753	7,987,750
Basic and diluted net loss per share, Class B common stock	$ (0.64)	$ 1	$ 0.42
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the company’s financial statements is reflected [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	23,000,000	23,000,000	10,038,674
Basic and diluted net loss per share, Class A common stock	$ (0.18)	$ 0.3	$ 0.22
Basic and diluted weighted average shares outstanding, Class B common stock	5,750,000	5,658,333	5,658,333
Basic and diluted net loss per share, Class B common stock	$ (0.18)	$ 0.3	$ 0.22

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Deferred offering costs	$ 902,585	$ 902,585
Statutory tax rate, percentage	21.00%	9.00%
Federal depository insurance coverage limit		$ 250,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants are exercisable to purchase | shares		18,100,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Class A
Numerator:
Allocation of net loss, as adjusted		$ (3,910,762)	$ (1,090,159)
Denominator:
Basic and diluted weighted average common shares outstanding		23,000,000	22,073,260
Basic and diluted net loss per common share		$ (0.17)	$ (0.05)
Class B
Numerator:
Allocation of net loss, as adjusted	$ (1,000)	$ (977,682)	$ (282,490)
Denominator:
Basic and diluted weighted average common shares outstanding	5,000,000	5,750,000	5,719,780
Basic and diluted net loss per common share	$ 0	$ (0.17)	$ (0.05)

Public Offering (Details)

Public Offering (Details)	Jan. 11, 2021$ / sharesshares
Class A Common Stock [Member]
Public Offering (Details) [Line Items]
Common stock, par value	$ 0.0001
Exercise price	$ 11.5
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units (in Shares) | shares	23,000,000
Purchase price	$ 10
Public offering, description	Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 10).
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units (in Shares) | shares	3,000,000

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Gross proceeds from issuance offering | $	$ 6,600,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of units issued in transaction | shares	6,600,000
Warrant price per share | $ / shares	$ 1
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Sale of stock, description	Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 07, 2021	Jan. 06, 2021	Sep. 29, 2020	Sep. 30, 2021	Sep. 30, 2021	Jan. 11, 2021
Related Party Transactions (Details) [Line Items]
Converted basis, percentage			20.00%
Monthly rent payment	$ 10,000
Payments of service fees				$ 30,000	$ 88,065
Related party, description			the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. The outstanding balance under the Note of $150,000 was repaid at the closing of the Initial Public Offering on January 11, 2021.
Outstanding balance repaid						$ 150,000
Lee Strategic Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Payments of service fees				37,500	110,484
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans				2,270,270	$ 2,270,270
Chief Financial Officer [Member]
Related Party Transactions (Details) [Line Items]
Service fee		$ 12,500
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description					The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination 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.
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans				$ 1,500,000	$ 1,500,000
Warrant price (in Dollars per share)					$ 1
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Sponsor fees			$ 25,000
Founder shares (in Shares)			5,750,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture shares (in Shares)			750,000

Commitments (Details)

Commitments (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee per unit | $ / shares	$ 0.35
Aggregate value of deferred fee | $	$ 7,568,750

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock shares authorized	380,000,000	380,000,000
Common stock shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares voting rights	one
Common stock shares issued	23,000,000
Common stock shares outstanding	23,000,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	380,000,000	380,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	23,000,000
Common stock, shares outstanding	23,000,000
Stockholders’ equity , description	In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable or exchangeable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements (Detail

Fair Value Measurements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Money market fund	$ 10,000
Public warrants	7,130,000
Fair value of the warrant	4,092,000
U.S.Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Money market fund	$ 230,010,063

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis	Sep. 30, 2021USD ($)
Level 1 [Member] | Marketable securities held in Trust Account [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Assets	$ 230,010,063
Level 1 [Member] | Warrant Liability – Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	11,040,000
Level 2 [Member] | Warrant Liability – Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Liabilities	$ 6,336,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of key inputs into the Level 3 assumptions	12 Months Ended
	Jan. 11, 2021$ / shares
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of key inputs into the Level 3 assumptions [Line Items]
Class A Common Share Price Grossed Up to the IBC Date (in Dollars per share)	$ 9.28
Redemption Trigger Price (in Dollars per share)	18
Exercise price (in Dollars per share)	$ 11.5
Risk-Free Rate	0.94%
Volatility	26.00%
Years to Expiration (From Expected IBC Date)	5 years
Dividend Yield	0.00%
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of key inputs into the Level 3 assumptions [Line Items]
Class A Common Share Price Grossed Up to the IBC Date (in Dollars per share)	$ 9.28
Exercise price (in Dollars per share)	$ 11.5
Risk-Free Rate	0.94%
Volatility	26.00%
Years to Expiration (From Expected IBC Date)	5 years
Dividend Yield	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities	9 Months Ended
	Sep. 30, 2021USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial fair value as of January 11, 2021	8,316,000
Change in fair value	(4,224,000)
Transfer to Level 1
Transfer to Level 2	(4,092,000)
Fair value as of September 30, 2021
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial fair value as of January 11, 2021	14,490,000
Change in fair value	(7,360,000)
Transfer to Level 1	(7,130,000)
Transfer to Level 2
Fair value as of September 30, 2021
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial fair value as of January 11, 2021	22,806,000
Change in fair value	(11,584,000)
Transfer to Level 1	(7,130,000)
Transfer to Level 2	(4,092,000)
Fair value as of September 30, 2021