Omnichannel Acquisition (OCA) S-4/A 21 Dec 21 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2021
Document Information Line Items
Entity Registrant Name	OMNICHANNEL ACQUISITION CORP.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 4
Entity Central Index Key	0001827669
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 287,969	$ 821,080
Prepaid expenses	403,643	627,614
Total current assets	691,612	1,448,694
Investments held in Trust Account	206,563,051	206,498,802
Total Assets	207,254,663	207,947,496
Current liabilities:
Accounts payable	195,274	3,728
Accounts payable – related party	9,305	8,000
Accrued expenses	3,029,250	182,577
Due to related party		6,252
Franchise tax payable	110,568	61,420
Total current liabilities	3,344,397	261,977
Derivative warrant liabilities	13,822,200	21,226,950
Deferred underwriting commissions	7,227,500	7,227,500
Convertible note – related party	300,000
Total liabilities	24,694,097	28,716,427
Commitments and Contingencies
Class A common stock subject to possible redemption; 20,650,000 shares at $10.00 per share		206,500,000
Class A common stock subject to possible redemption; 20,650,000 shares at $10.00 per share as of September 30, 2021 and December 31, 2020	206,500,000	206,500,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, 0.0001 par value; 380,000,000 shares authorized
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,162,500 and 5,750,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	516	575	[1]
Additional paid-in capital
Accumulated deficit	(23,939,950)	(27,269,506)
Total stockholders’ deficit	(23,939,434)	(27,268,931)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$ 207,254,663	$ 207,947,496
[1]	This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Shares subject to possible redemption		20,650,000
Shares subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock shares subject to possible redemption	20,650,000	20,650,000
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
Common stock, shares issued		3,226,894
Common stock, shares outstanding		3,226,894
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	5,162,500	5,750,000
Common stock, shares outstanding	5,162,500	5,750,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statement of Operations - USD ($)	1 Months Ended		3 Months Ended	4 Months Ended		9 Months Ended
	Sep. 30, 2020		Sep. 30, 2021	Dec. 31, 2020		Sep. 30, 2021
General and administrative expenses	$ 2,000		$ 1,029,776	$ 173,165		$ 3,967,092
Administrative expenses – related party			12,000	8,000		36,000
Franchise tax expense			49,863	61,420		148,870
Loss from operations	(2,000)		(1,091,639)	(242,585)		(4,151,962)
Other income (expense):
Loss upon issuance of private placement warrants				(1,103,400)
Change in fair value of derivative warrant liabilities			2,961,900	(1,810,050)		7,404,750
Offering costs associated with derivative warrant liabilities				(724,418)
Income from investments held in Trust Account			2,659	(1,198)		76,709
Earnings before income taxes				(3,881,651)
Income tax benefit
Net income (loss)	$ (2,000)		$ 1,872,920	$ (3,881,651)		$ 3,329,497
Class A Common Stock
Other income (expense):
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares)			20,650,000	8,395,699		20,650,000
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share)			$ 0.07	$ (0.29)		$ 0.13
Weighted average shares outstanding of Class B common stock, basic and diluted (in Shares)		[1]	20,650,000	8,395,699		20,650,000
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share)				$ (0.29)
Class B Common Stock
Other income (expense):
Weighted average shares outstanding of Class B common stock, basic and diluted (in Shares)	5,000,000	[1]	5,162,500	5,055,914	[2]	5,162,500
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share)	$ 0		$ 0.07	$ (0.29)		$ 0.13
[1]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over -allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over -allotment option to purchase an additional 650,000 Units; the remaining 587,500 shares of Class B common stock were forfeited on January 8, 2021.
[2]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Unaudited Condensed Statement o

Unaudited Condensed Statement of Changes in Stockholders’ Equity (Deficit) - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at Sep. 08, 2020
Balance (in Shares) at Sep. 08, 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)					(2,000)	(2,000)
Balance at Sep. 30, 2020			$ 575	24,425	(2,000)	23,000
Balance (in Shares) at Sep. 30, 2020			5,750,000
Balance at Sep. 08, 2020
Balance (in Shares) at Sep. 08, 2020
Issuance of Class B common stock to initial stockholders	[1]		$ 575	24,425		25,000
Issuance of Class B common stock to initial stockholders (in Shares)	[1]		5,750,000
Accretion of Class A common stock subject to possible redemption amount				(24,425)	(23,387,855)	(23,412,280)
Net income (loss)					(3,881,651)	(3,881,651)
Balance at Dec. 31, 2020			$ 575		(27,269,506)	(27,268,931)
Balance (in Shares) at Dec. 31, 2020			5,750,000
Forfeiture of Class B common stock			$ (59)	59
Forfeiture of Class B common stock (in Shares)			(587,500)
Subsequent measurement of Class A common stock subject to possible redemption against additional paid-in capital and accumulated deficit				(59)	59
Net income (loss)					7,030,196	7,030,196
Balance at Mar. 31, 2021			$ 516		(20,239,251)	(20,238,735)
Balance (in Shares) at Mar. 31, 2021			5,162,500
Balance at Dec. 31, 2020			$ 575		(27,269,506)	(27,268,931)
Balance (in Shares) at Dec. 31, 2020			5,750,000
Balance at Sep. 30, 2021			$ 516		(23,939,950)	(23,939,434)
Balance (in Shares) at Sep. 30, 2021			5,162,500
Balance at Mar. 31, 2021			$ 516		(20,239,251)	(20,238,735)
Balance (in Shares) at Mar. 31, 2021			5,162,500
Net income (loss)					(5,573,619)	(5,573,619)
Balance at Jun. 30, 2021			$ 516		(25,812,870)	(25,812,354)
Balance (in Shares) at Jun. 30, 2021			5,162,500
Net income (loss)					1,872,920	1,872,920
Balance at Sep. 30, 2021			$ 516		$ (23,939,950)	$ (23,939,434)
Balance (in Shares) at Sep. 30, 2021			5,162,500
[1]	This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statement of Cash Flows - USD ($)	1 Months Ended	4 Months Ended	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (2,000)	$ (3,881,651)	$ 3,329,497
Adjustments to reconcile net loss to net cash used in operating activities:
Loss upon issuance of private placement warrants		1,103,400
Offering costs associated with derivative warrant liabilities		724,418
Change in fair value of derivative warrant liabilities		1,810,050	(7,404,750)
Income (loss) from investments held in Trust Account		1,198	(76,709)
Changes in operating assets and liabilities:
Prepaid expenses		(627,614)	223,971
Accounts payable		3,728	191,546
Accounts payable – related party		8,000	1,305
Accrued expenses	2,000	107,577	2,846,673
Franchise tax payable		61,420	49,148
Due to related party		6,252	(6,252)
Net cash used in operating activities		(683,222)	(845,571)
Cash Flows from Investing Activities
Interest released from Trust Account to pay franchise taxes			12,460
Cash deposited in Trust Account		(206,500,000)
Net cash used in investing activities		(206,500,000)	12,460
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000	25,000
Proceeds from note payable to related party		43,913	300,000
Repayment of note payable to related party		(104,788)
Proceeds received from initial public offering, gross		206,500,000
Proceeds received from private placement		6,130,000
Offering costs paid		(4,589,823)
Net cash provided by financing activities	25,000	208,004,302	300,000
Net increase (decrease) in cash	25,000	821,080	(533,111)
Cash – beginning of the period			821,080
Cash – end of the period	25,000	821,080	$ 287,969
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$ 50,000	75,000
Deferred underwriting commissions in connection with the initial public offering		$ 7,227,500

Description of Organization and

Description of Organization and Business Operations	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Omnichannel Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September As of December -operating The Company’s sponsor is Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $6.0 million (Note 5). Simultaneously with the closing of the Over -Allotment Upon the closing of the Initial Public Offering, the Over -Allotment -Allotment -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company provides the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per -share The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May -share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December The Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $105,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 Risks and Uncertainties On January -19 -19 -19 -19 flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID -19 -19 -19	Note 1 — Description of Organization, Business Operations Omnichannel Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September As of September -operating The Company’s sponsor is Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $6.0 -Allotment Upon the closing of the Initial Public Offering, the Over -Allotment -Allotment -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company provides the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per -share The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial If the Company is unable to complete a Business Combination within 18 -share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, 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. Proposed Business Combination On July -owned -owned Pursuant to the Business Combination Agreement, (a) immediately prior to the effectiveness of the Merger (the “Effective Time”), (i) each issued and outstanding share of preferred stock of Kin will automatically convert into a number of shares of common stock of Kin in accordance with Kin’s certificate of incorporation and (ii) each share of Class A common stock and Class B common stock of the Company will be converted into one share of common stock of the Company and (b) each share of common stock of Kin will be converted into 8.5881 Effective as of the Effective Time, (i) each outstanding option to purchase shares of Kin preferred stock or Kin common stock (each, a “Kin Option”) that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Omnichannel and shall be converted into an option to acquire shares of Pubco common stock with the same terms and conditions as applied to the Kin Option immediately prior to the Effective Time (a “Pubco Option”); provided that the number of shares underlying such Pubco Options will be determined by multiplying the number of shares of Kin common stock subject to such Kin Option immediately prior to the Effective Time by 8.5881 (the “Exchange Ratio”), which product shall be rounded down to the nearest whole number of shares, and the exercise price of each Pubco Option will be determined by dividing the per share exercise price immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent. Effective as of the Effective Time, each outstanding warrant to acquire shares of Kin preferred stock or Kin common stock (each, a “Kin Warrant”) that is issued and outstanding immediately prior to the Effective Time and not terminated pursuant to its terms, by virtue of the Business Combination and without any action on the part of Omnichannel, Kin or the holder of any such Kin Warrant, shall be assumed by Omnichannel and shall be converted into a warrant to acquire shares of Pubco common stock with the same terms and conditions as applied to the Kin Warrant immediately prior to the Effective Time (a “Pubco Warrant”); provided that the number of shares underlying such Pubco Warrants will be determined by multiplying the number of shares of Kin common stock or Kin preferred stock subject to such Kin Warrant immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price of each Pubco Warrant will be determined by dividing the per share exercise price of such Kin Warrant immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. The consummation of the Business Combination is conditioned upon, among other things, (a) Omnichannel having an aggregate cash amount of at least $200 -Scott-Rodino The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Omnichannel and Kin and its subsidiaries prior to the closing of the Business Combination. The Business Combination Agreement may be terminated by Kin or Omnichannel under certain circumstances, including, among others, (i) by mutual written consent of Kin and Omnichannel, (ii) by either Kin or Omnichannel if the closing of the Business Combination has not occurred on or before April The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of July -for-one Registration Rights Agreement In connection with the execution of the Business Combination Agreement, Kin equityholders have entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with Omnichannel and the Sponsor. Pursuant to the Registration Rights Agreement, within 30 days of Closing, Pubco will file a registration statement registering for resale (i) the Omnichannel common stock held by the Sponsor as converted into Pubco common stock post -Closing provided further -month In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by Pubco or other stockholders of Pubco. Pubco will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. Support Agreements In connection with and following the execution of the Business Combination Agreement, certain Kin stockholders (the “Kin Supporting Stockholders”) entered into transaction support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each Kin Supporting Stockholder agreed, on (or effective as of) the third business day following the SEC declaring effective the registration statement relating to the approval by Omnichannel stockholders of the Business Combination, to execute and deliver a written consent to adopt the Business Combination Agreement and related documents, to waive stockholder notice rights in connection with the Business Combination, and, if a holder of preferred stock, to consent to the preferred stock conversion. In addition, the Kin Supporting Stockholders agree, in the event of an annual or special meeting of stockholders, to (i) appear or cause their shares to be counted present for quorum purposes, (ii) vote in favor of the Business Combination and any other matters reasonably requested by Kin to consummate the Business Combination, (iii) vote against any proposal that would materially impede the Business Combination and (iv) vote in favor of or consent to the Business Combination in any other circumstance so required for completion of the Transaction. In addition, the Support Agreements prohibit the Kin Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Sponsor and certain insiders of Omnichannel entered into an Agreement (the “Sponsor Letter Agreement”) with Omnichannel and Merger Sub, pursuant to which the Sponsor and such insiders agreed to vote all shares of Omnichannel common stock beneficially owned by them in favor of the Business Combination and each other proposal related to the Business Combination included on the agenda for the special meeting of stockholders relating to the Business Combination, to appear at such meeting or otherwise cause their shares to be counted as present for purposes of establishing a quorum at such meeting, to vote against any proposal that would impede the Business Combination and the other transactions contemplated thereby and to vote against any change in business, management or board of directors of Omnichannel other than in connection with the transaction, and not to redeem any of their shares. Also, in connection with the Business Combination, the Sponsor agreed to forfeit 774,375 Founder Shares (as defined below) and 1,226,000 Private Placement Warrants. “Founder Shares” means the Omnichannel Class B common stock initially purchased by the Sponsor in a private placement prior to the Initial Public Offering and, after the Business Combination, the Omnichannel Class A common stock that will be issued upon the automatic conversion of such Omnichannel Class B common stock. The Sponsor Letter Agreement also contains a provision for a lock -up -day Pursuant to the Sponsor Letter Agreement, each Founder Share not forfeited will be converted into one share of Pubco common stock in connection with the Closing. The insiders who are party to the Sponsor Letter Agreement include Omnichannel directors and executive officers Matt Higgins, Christine Pantoya, Austin Simon, Bobbi Brown, Albert Cary, Priya Dogra, Mark Gerson and Emmett Shine. Lockup Agreement In connection with the execution of the Business Combination Agreement, certain Kin stockholders have entered into lockup agreements (the “Lockup Agreements”) with Omnichannel. Pursuant to the Lockup Agreements, each stockholder may not, with limited exceptions, transfer shares until the earlier of (i) 180 days after Closing, and (ii) the date on which Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel stockholders having the right to exchange Class A common stock for cash, securities or other property. In the event that Pubco waives, releases, or terminates the lockup provision in the Sponsor Letter Agreement (such agreement discussed above) with respect to any shares held by Sponsors, then the holders of the common stock subject to this Lockup Agreement will be granted a pro rata share in such waiver, release or termination. Director Nomination Agreement In connection with the Closing, Pubco and the Sponsor will enter into a director nomination agreement (the “Director Nomination Agreement”). Pursuant to the Director Nomination Agreement, the Sponsor will hold certain rights to nominate a member of the board of directors of Pubco, effective as of the Closing Date, subject to the conditions set forth in the Director Nomination Agreement. The Sponsor’s initial nominee to the board is expected to be Matt Higgins. Until fifteen (15) months after the Director Nomination Agreement, Sponsor has the right to name a second board member who is independent under NYSE listing rules and for audit committee purposes, provided that such nominee is reasonably acceptable to Pubco. The Director Nomination Agreement will terminate as of the date that is twenty -four Liquidity and Going Concern As of September On September -interest On September -interest The Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Note from the Sponsor of approximately $105,000 to the Company (as discussed above), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 Risks and Uncertainties On January -19 -19 -19 -19 and restrictions. These developments and the impact of the COVID -19 -19 -19

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	4 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In connection with the change in presentation of Class A common stock subject to possible redemption, the Company concluded it should restate its previously filed financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 -10-S99 In accordance with SEC Staff Accounting Bulletin No. -K -K -K -Q -Q -K -K -Q -Q The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020 As Reported Adjustment As Restated Class A common stock subject to possible redemption 174,231,060 32,268,940 206,500,000 Class A common stock 322 (322 ) — Additional paid-in capital 8,880,763 (8,880,763 ) — Accumulated deficit (3,881,651 ) (23,387,855 ) (27,269,506 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (32,268,940 ) $ (27,268,931 ) The Company’s statement of stockholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 9, 2020 (inception) through December 31, 2020: For the Period from September 9, 2020 (Inception) through December 31, 2020 As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 170,500,700 $ (170,500,700 ) $ — Change in Value of Class A common stock subject to possible redemption $ 3,730,360 $ (3,730,360.00 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from September 9, 2020 (inception) through December 31, 2020: Earnings Per Share As Reported Adjustment As Restated For the Period from September 9, 2020 (Inception) through December 31, 2020 Net loss $ (3,881,651 ) $ — $ (3,881,651 ) Weighted average shares outstanding – Class A common stock 20,547,368 (12,151,669 ) 8,395,699 Basic and diluted loss per share – Class A common stock $ — $ (0.29 ) $ (0.29 ) Weighted average shares outstanding – Class B common stock 5,055,914 — 5,055,914 Basic and diluted loss per share – Class B common stock $ (0.55 ) $ 0.26 $ (0.29 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of November 24, 2020: As of November 24, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Total assets $ 202,148,859 $ 202,148,859 Total liabilities $ 26,648,154 $ 26,648,154 Class A common stock subject to possible redemption 170,500,700 29,499,300 200,000,000 Preferred stock — — — Class A common stock 295 (295 ) — Class B common stock 575 — 575 Additional paid-in capital 6,831,060 (6,831,060 ) — Accumulated deficit (1,831,925 ) (22,667,945 ) (24,499,870 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (29,499,300 ) $ (24,499,295 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,148,859 $ — $ 202,148,859

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from September -K 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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest and dividends from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open -ended Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December -term The fair value of Public Warrants and Private Warrants was estimated at each measurement date using a binomia l/l Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -operating -current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. 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 the occurrence of uncertain future events. Accordingly, as of December -10-S99 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid -in Net Loss Per Share of Common Stock The Company has two classes of shares, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net loss per share of common stock: For The Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,422,696 ) $ (1,458,955 ) Denominator: Basic and diluted weighted average common shares outstanding 8,395,699 5,055,914 Basic and diluted net loss per common share $ (0.29 ) $ (0.29 ) Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -40 such instruments should be recorded as liabilities or as equity, is re -assessed -assessed The Company issued 10,325,000 warrants to purchase Class A common stock, including Over -Allotment -40 -measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.	Note 2 — Summary of Significant Accounting Policies and Basis of Presentation (as restated) Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September Restatement of Previously Reported Financial Statements In connection with the change in presentation of Class A common stock subject to possible redemption, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 -10-S99 In accordance with SEC Staff Accounting Bulletin No. -Qs quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A common stock subject to possible redemption 181,261,260 25,238,740 206,500,000 Class A common stock 252 (252 ) — Additional paid-in capital 1,850,692 (1,850,692 ) — Accumulated deficit 3,148,545 (23,387,796 ) (20,239,251 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (25,238,740 ) $ (20,238,735 ) The Company’s condensed consolidated statement of stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (unaudited) As Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in Value of Class A common stock subject to possible redemption $ 7,030,200 $ (7,030,200 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Adjustment As Restated Class A common stock subject to possible redemption 175,687,640 30,812,360 206,500,000 Class A common stock 308 (308 ) — Additional paid-in capital 7,424,256 (7,424,256 ) — Accumulated deficit (2,425,074 ) (23,387,796 ) (25,812,870 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (30,812,360 ) $ (25,812,354 ) The Company’s condensed consolidated statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 (unaudited) As Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in Value of Class A common stock subject to possible redemption $ 1,456,580 $ (1,456,580 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ 0.27 $ 0.27 Basic and diluted income (loss) per share – Class B common stock $ 1.36 $ (1.09 ) $ 0.27 Earnings Per Share As Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ (0.22 ) $ (0.22 ) Basic and diluted income (loss) per share – Class B common stock $ (1.08 ) $ 0.86 $ (0.22 ) Earnings Per Share As Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ 0.06 $ 0.06 Basic and diluted income (loss) per share – Class B common stock $ 0.28 $ (0.22 ) $ 0.06 P rinciples of Consolidati The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At September Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September Effective with the closing of the Initial Public Offering (including exercise of the over -allotment -in Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares issued and outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over -allotment -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months For the Nine Months Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 1,498,336 $ 374,584 $ 2,663,598 $ 665,899 Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,162,500 20,650,000 5,162,500 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.13 $ 0.13 For the Period from Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ — $ (2,000 ) Denominator: Basic and diluted weighted average common shares outstanding (1) — 5,000,000 Basic and diluted net loss per common share $ — $ (0.00 ) (1) This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over -allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over -allotment option to purchase an additional 650,000 Units; the remaining 587,500 shares of Class B common stock were forfeited on January 8, 2021. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 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 Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 “Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	4 Months Ended	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Proposed Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On November -Allotment Each Unit consists of one share of Class A common stock and one -half	Note 3 — Initial Public Offering On November -Allotment Each Unit consists of one share of Class A common stock and one -half

Related Party Transactions

Related Party Transactions	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On September 30, 2020, the Sponsor purchased 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On November 13, 2020 and November 19, 2020, respectively, the Sponsor surrendered 2,875,000 and 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. All share and per share amounts were retroactively restated to reflect the share surrenders and cancellations. The Initial Stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over -allotment -allotment -allotment The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over -Allotment Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 30, 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”). This loan is non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $4,000 per month for office space, secretarial, expense for period and administrative services provided to members of the Company’s management team. We incurred $8,000 in expenses in connection with such services during the period from September The Company’s officers or directors will be reimbursed for any out -of-pocket -of-pocket	Note 4 — Related Party Transactions Founder Shares On September -allotment -allotment -allotment The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.0 -Allotment Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 On September Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $4,000 per month for office space, secretarial, expense for period and administrative services provided to members of the Company’s management team. We incurred $12,000 and $36,000 in expenses in connection with such services during the three and nine months ended September The Company’s officers or directors will be reimbursed for any out -of-pocket -of-pocket

Commitments & Contingencies

Commitments & Contingencies	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of 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), are entitled to registration rights pursuant to a registration rights agreement. 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 Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over -Allotment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19	Note 5 — Commitments & Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of 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), are entitled to registration rights pursuant to a registration rights agreement. 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 Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 In connection with the consummation of the Over -Allotment

Derivative Warrant Liabilities

Derivative Warrant Liabilities	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Derivative Warrants Liabilities [Abstract]
Derivative Warrant Liabilities	Note 7 — Derivative Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • • • • -trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • provided • -trading • -trading The “fair market value” of Class A common stock for the above purpose shall mean the volume -weighted In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.	Note 8 — Derivative Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • • • • -trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • -trading • -trading The “fair market value” of Class A common stock for the above purpose shall mean the volume -weighted In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 8 — Class A Common Stock Subject to Possible Redemption 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 the occurrence of future events. As of December 31, 2020, there were 20,650,000 The Class A common stock issued in the Initial Public Offering and issued as part of the Over -Allotment Gross Proceeds of initial public offering and over-allotment $ 206,500,000 Less: Proceeds allocated to Public Warrants at issuance (12,183,500 ) Offering costs allocated to Class A common stock subject to possible redemption (11,228,780 ) Plus: Accretion on Class A common stock subject to possible redemption amount 23,412,280 Class A common stock subject to possible redemption $ 206,500,000	Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 206,500,000 Less: Proceeds allocated to Public Warrants at issuance (12,183,500 ) Offering costs allocated to Class A common stock subject to possible redemption (11,228,780 ) Plus: Accretion of carrying value to redemption value 23,412,280 Class A common stock subject to possible redemption $ 206,500,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Note 9 — Stockholders’ Equity (Deficit) Class A Common Stock — Class B Common Stock — -allotment -allotment -allotment Only holders of the Class B common stock have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked are issued or deemed issued in connection with the initial 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 -linked -linked -for-one Preferred Stock —	Note 7 — Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock -allotment -allotment -allotment Only holders of the Class B common stock have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked -converted -linked -linked -for-one

Fair Value Measurements

Fair Value Measurements	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 — $ 21,226,950 ____________ (1) Matures on May 27, 2021 and excludes $651 of investments held in cash within the Trust Account. Transfers to/from Levels The fair value of Public Warrants and Private Warrants was estimated at each measurement date using a binomia l/l Inherent in a binomial/lattice model are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: November 24, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.38 $ 9.65 Term (yrs) 5.5 5.5 Volatility 25.0 % 25.0 % Risk-free rate 0.50 % 0.50 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from September Derivative warrant liabilities at September 9, 2020 (inception) $ — Issuance of Public and Private Warrants 19,416,900 Change in fair value of derivative warrant liabilities 1,810,050 Derivative warrant liabilities at December 31, 2020 $ 21,226,950	Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September Fair Value Measured as of Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 206,563,051 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants 8,673,000 — — Derivative warrant liabilities – Private placement warrants — 5,149,200 — Total Fair Value $ 215,236,051 $ 5,149,200 $ — Fair Value Measured as of Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 $ — $ 21,226,950 Transfers to/from Levels Level 1 assets include investments in money market funds that invest solely in U.S. Government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrants and Private Warrants was estimated at December Use of a binomial / lattice model to estimate fair value at December -price -free -free -coupon The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the nine months ended September Level 3 derivative warrant liabilities at January 1, 2021 $ 21,226,950 Transfer of Public Warrants and Private Placement Warrants from Level 3: (21,226,950 ) Level 3 derivative warrant liabilities at September 30, 2021 $ —

Income Taxes

Income Taxes	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start -up The income tax provision (benefit) consists of the following for the period from September Current Federal $ — State — Deferred Federal (51,194 ) State — Change in valuation allowance 51,194 Income tax provision $ — The Company’s net deferred tax assets are as follows as of December Deferred tax assets: Start-up/Organization costs $ 13,150 Net operating loss carryforwards 38,045 Total deferred tax assets 51,194 Valuation allowance (51,194 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from September Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liability, loss upon issuance of Private Placement Warrants and offering costs associated with derivative warrant liablities (19.7 )% Change in Valuation Allowance (1.3 )% Income Taxes Benefit 0.0 %

Subsequent Events

Subsequent Events	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 12 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through June 3, 2021, the date the financial statements were available to be issued, require potential adjustment to or disclosure in the financial statements. Other than described below, no other events required recognition or disclosure. The remaining unexercised over -allotment	Note 10 — Subsequent Events Management has evaluated subsequent events and transactions that occurred after September

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from September -K	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September
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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Actual results could differ from those estimates.	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At September
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest and dividends from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open -ended	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December -term The fair value of Public Warrants and Private Warrants was estimated at each measurement date using a binomia l/l	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -operating -current	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. 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 the occurrence of uncertain future events. Accordingly, as of December -10-S99 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid -in	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September Effective with the closing of the Initial Public Offering (including exercise of the over -allotment -in
Net Income (Loss) Per Common Share	Net Loss Per Share of Common Stock The Company has two classes of shares, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net loss per share of common stock: For The Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,422,696 ) $ (1,458,955 ) Denominator: Basic and diluted weighted average common shares outstanding 8,395,699 5,055,914 Basic and diluted net loss per common share $ (0.29 ) $ (0.29 )	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares issued and outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over -allotment -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months For the Nine Months Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 1,498,336 $ 374,584 $ 2,663,598 $ 665,899 Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,162,500 20,650,000 5,162,500 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.13 $ 0.13 For the Period from Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ — $ (2,000 ) Denominator: Basic and diluted weighted average common shares outstanding (1) — 5,000,000 Basic and diluted net loss per common share $ — $ (0.00 ) (1) This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over -allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over -allotment
Derivative Warrant liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -40 such instruments should be recorded as liabilities or as equity, is re -assessed -assessed The Company issued 10,325,000 warrants to purchase Class A common stock, including Over -Allotment -40 -measurement	Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 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
Recent Accounting Standards	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 “Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.
Restatement of Previously Reported Financial Statements		Restatement of Previously Reported Financial Statements In connection with the change in presentation of Class A common stock subject to possible redemption, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 -10-S99 In accordance with SEC Staff Accounting Bulletin No. -Qs quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A common stock subject to possible redemption 181,261,260 25,238,740 206,500,000 Class A common stock 252 (252 ) — Additional paid-in capital 1,850,692 (1,850,692 ) — Accumulated deficit 3,148,545 (23,387,796 ) (20,239,251 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (25,238,740 ) $ (20,238,735 ) The Company’s condensed consolidated statement of stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (unaudited) As Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in Value of Class A common stock subject to possible redemption $ 7,030,200 $ (7,030,200 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Adjustment As Restated Class A common stock subject to possible redemption 175,687,640 30,812,360 206,500,000 Class A common stock 308 (308 ) — Additional paid-in capital 7,424,256 (7,424,256 ) — Accumulated deficit (2,425,074 ) (23,387,796 ) (25,812,870 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (30,812,360 ) $ (25,812,354 ) The Company’s condensed consolidated statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 (unaudited) As Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in Value of Class A common stock subject to possible redemption $ 1,456,580 $ (1,456,580 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ 0.27 $ 0.27 Basic and diluted income (loss) per share – Class B common stock $ 1.36 $ (1.09 ) $ 0.27 Earnings Per Share As Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ (0.22 ) $ (0.22 ) Basic and diluted income (loss) per share – Class B common stock $ (1.08 ) $ 0.86 $ (0.22 ) Earnings Per Share As Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ 0.06 $ 0.06 Basic and diluted income (loss) per share – Class B common stock $ 0.28 $ (0.22 ) $ 0.06
Principles of Consolidation		P rinciples of Consolidati The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	4 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]
Schedule of restatement on the balance sheet	As of December 31, 2020 As Reported Adjustment As Restated Class A common stock subject to possible redemption 174,231,060 32,268,940 206,500,000 Class A common stock 322 (322 ) — Additional paid-in capital 8,880,763 (8,880,763 ) — Accumulated deficit (3,881,651 ) (23,387,855 ) (27,269,506 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (32,268,940 ) $ (27,268,931 ) As of November 24, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Total assets $ 202,148,859 $ 202,148,859 Total liabilities $ 26,648,154 $ 26,648,154 Class A common stock subject to possible redemption 170,500,700 29,499,300 200,000,000 Preferred stock — — — Class A common stock 295 (295 ) — Class B common stock 575 — 575 Additional paid-in capital 6,831,060 (6,831,060 ) — Accumulated deficit (1,831,925 ) (22,667,945 ) (24,499,870 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (29,499,300 ) $ (24,499,295 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,148,859 $ — $ 202,148,859
Schedule of restatement on the cash flows	For the Period from September 9, 2020 (Inception) through December 31, 2020 As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 170,500,700 $ (170,500,700 ) $ — Change in Value of Class A common stock subject to possible redemption $ 3,730,360 $ (3,730,360.00 ) $ —
Schedule of restatement operations and comprehensive loss	Earnings Per Share As Reported Adjustment As Restated For the Period from September 9, 2020 (Inception) through December 31, 2020 Net loss $ (3,881,651 ) $ — $ (3,881,651 ) Weighted average shares outstanding – Class A common stock 20,547,368 (12,151,669 ) 8,395,699 Basic and diluted loss per share – Class A common stock $ — $ (0.29 ) $ (0.29 ) Weighted average shares outstanding – Class B common stock 5,055,914 — 5,055,914 Basic and diluted loss per share – Class B common stock $ (0.55 ) $ 0.26 $ (0.29 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of net income (loss) per share of common stock	For The Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,422,696 ) $ (1,458,955 ) Denominator: Basic and diluted weighted average common shares outstanding 8,395,699 5,055,914 Basic and diluted net loss per common share $ (0.29 ) $ (0.29 )	For the Three Months For the Nine Months Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 1,498,336 $ 374,584 $ 2,663,598 $ 665,899 Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,162,500 20,650,000 5,162,500 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.13 $ 0.13 For the Period from Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ — $ (2,000 ) Denominator: Basic and diluted weighted average common shares outstanding (1) — 5,000,000 Basic and diluted net loss per common share $ — $ (0.00 ) (1) This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over -allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over -allotment option to purchase an additional 650,000 Units; the remaining 587,500 shares of Class B common stock were forfeited on January 8, 2021.
Schedule of restatement on the balance sheet		As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A common stock subject to possible redemption 181,261,260 25,238,740 206,500,000 Class A common stock 252 (252 ) — Additional paid-in capital 1,850,692 (1,850,692 ) — Accumulated deficit 3,148,545 (23,387,796 ) (20,239,251 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (25,238,740 ) $ (20,238,735 ) As of June 30, 2021 (unaudited) As Adjustment As Restated Class A common stock subject to possible redemption 175,687,640 30,812,360 206,500,000 Class A common stock 308 (308 ) — Additional paid-in capital 7,424,256 (7,424,256 ) — Accumulated deficit (2,425,074 ) (23,387,796 ) (25,812,870 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (30,812,360 ) $ (25,812,354 )
Schedule of previously reported statement of cash flows		Three Months Ended March 31, 2021 (unaudited) As Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in Value of Class A common stock subject to possible redemption $ 7,030,200 $ (7,030,200 ) $ — Six Months Ended June 30, 2021 (unaudited) As Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in Value of Class A common stock subject to possible redemption $ 1,456,580 $ (1,456,580 ) $ —
Schedule of restatement operations and comprehensive loss		Earnings Per Share As Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ 0.27 $ 0.27 Basic and diluted income (loss) per share – Class B common stock $ 1.36 $ (1.09 ) $ 0.27 Earnings Per Share As Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ (0.22 ) $ (0.22 ) Basic and diluted income (loss) per share – Class B common stock $ (1.08 ) $ 0.86 $ (0.22 ) Earnings Per Share As Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Basic and diluted income (loss) per share – Class A common stock $ — $ 0.06 $ 0.06 Basic and diluted income (loss) per share – Class B common stock $ 0.28 $ (0.22 ) $ 0.06

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
Schedule of condensed balance sheet is reconciled	Gross Proceeds of initial public offering and over-allotment $ 206,500,000 Less: Proceeds allocated to Public Warrants at issuance (12,183,500 ) Offering costs allocated to Class A common stock subject to possible redemption (11,228,780 ) Plus: Accretion on Class A common stock subject to possible redemption amount 23,412,280 Class A common stock subject to possible redemption $ 206,500,000	Gross proceeds $ 206,500,000 Less: Proceeds allocated to Public Warrants at issuance (12,183,500 ) Offering costs allocated to Class A common stock subject to possible redemption (11,228,780 ) Plus: Accretion of carrying value to redemption value 23,412,280 Class A common stock subject to possible redemption $ 206,500,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 — $ 21,226,950	Fair Value Measured as of Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 206,563,051 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants 8,673,000 — — Derivative warrant liabilities – Private placement warrants — 5,149,200 — Total Fair Value $ 215,236,051 $ 5,149,200 $ — Fair Value Measured as of Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 206,498,802 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 13,319,250 Derivative warrant liabilities – Private placement warrants — — 7,907,700 Total Fair Value $ 206,498,802 $ — $ 21,226,950
Schedule of quantitative information regarding Level 3 fair value measurements inputs	November 24, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.38 $ 9.65 Term (yrs) 5.5 5.5 Volatility 25.0 % 25.0 % Risk-free rate 0.50 % 0.50 %
Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs	Derivative warrant liabilities at September 9, 2020 (inception) $ — Issuance of Public and Private Warrants 19,416,900 Change in fair value of derivative warrant liabilities 1,810,050 Derivative warrant liabilities at December 31, 2020 $ 21,226,950	Level 3 derivative warrant liabilities at January 1, 2021 $ 21,226,950 Transfer of Public Warrants and Private Placement Warrants from Level 3: (21,226,950 ) Level 3 derivative warrant liabilities at September 30, 2021 $ —

Income Taxes (Tables)

Income Taxes (Tables)	4 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Current Federal $ — State — Deferred Federal (51,194 ) State — Change in valuation allowance 51,194 Income tax provision $ —
Schedule of net deferred tax assets	Deferred tax assets: Start-up/Organization costs $ 13,150 Net operating loss carryforwards 38,045 Total deferred tax assets 51,194 Valuation allowance (51,194 ) Deferred tax asset, net of allowance $ —
Schedule of statutory federal income tax rate (benefit)	Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liability, loss upon issuance of Private Placement Warrants and offering costs associated with derivative warrant liablities (19.7 )% Change in Valuation Allowance (1.3 )% Income Taxes Benefit 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Sep. 10, 2021	Sep. 10, 2020	Nov. 30, 2020	Nov. 24, 2020	Nov. 19, 2020	Dec. 31, 2020	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Public share (in Dollars per share)						$ 10	$ 10
U.S. government treasury bills maturity						185 days	185 days
Business acquisition acquires, percentage							50.00%
Initially anticipated per public share (in Dollars per share)						$ 10	$ 10
Net tangible assets						$ 5,000,001	$ 5,000,001
Aggregate public share percentage						15.00%	15.00%
Redeem percentage						100.00%	100.00%
Business combination, description						If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (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 taxes (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 remaining stockholders and the board of directors, liquidate and dissolve, 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.
Share price (in Dollars per share)				$ 9.38		$ 9.65
Cash						$ 821,000
Working capital						1,200,000	$ 2,700,000
Tax obligations						61,000
Sponsor amount						$ 105,000	$ 105,000
Business combination, description						In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
Business acquisition per share (in Dollars per share)							$ 10
Shares issued (in Shares)							8.5881
Aggregate gross proceeds amount							$ 80,430,000
Gross proceeds						$ 206,500,000	$ 206,500,000
Founder shares (in Shares)							774,375
Sponsor letter agreement, description							The Sponsor Letter Agreement also contains a provision for a lock-up of the Founder Shares (or any shares of Omnichannel Class A common stock issuable upon conversion thereof) following the Business Combination. The relevant provision provides that the Sponsor and the insiders party to the agreement will not transfer, except in limited circumstances, any Founder Shares (or any shares of Omnichannel Class A common stock issuable upon conversion thereof) until the earlier of (i) one year after the completion of the Business Combination, (ii) any time during which the closing price of the Pubco common stock equals or exceeds $12.00 per share (adjusted for any stock split, stock dividend, or the like) for 20 days in any 30-day period (such period commencing at least 150 days after the Business Combination), or (iii) the date on which Omnichannel completes a liquidation, merger or similar transaction that results in all Omnichannel stockholders having the right to exchange Class A common stock for cash, securities or other property.
Converted share (in Shares)							1
Cash							$ 288,000
Repaid borrowed value	$ 300,000	$ 105,000
Convertible notes	300,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition percentage of voting interests acquired						80.00%
Business acquisition acquires, percentage						50.00%
Business acquisition per share ( (in Dollars per share)						$ 10
Aggregate fair market value							80.00%
Subscription agreements, description							The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of July 19, 2021, with certain institutional investors (the “PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 8,042,500 shares of Omnichannel Class A common stock at $10.00 per share for aggregate gross proceeds of $80.43 million.
Gross proceeds							$ 35,000,000
Business combination pursuant	$ 300,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of common stock (in Shares)				20,000,000
Public share (in Dollars per share)				$ 10		$ 25,000
Generating gross proceeds				$ 200,000,000
Offering costs				11,600,000
Deferred underwriting commissions				$ 7,000,000
Additional units (in Shares)				3,000,000	3,000,000
Private placement warrants (in Shares)							1,226,000
Capital contribution							$ 25,000
Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Offering costs			$ 357,500
Underwriters purchased (in Shares)			650,000
Generating gross proceeds			$ 6,500,000
Deferred underwriting fees			227,500
Omnichannel [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash							$ 200,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds			$ 130,000			$ 6,000,000
Number of units issued (in Shares)						1	6,000,000
Generating proceeds						$ 6,000,000	$ 6,000,000
Aggregate of additional warrants (in Shares)			130,000
Net proceeds						$ 206,500,000	$ 206,500,000
Share price (in Dollars per share)						$ 10	$ 10
Share price (in Dollars per share)							$ 1
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Offering costs			$ 357,500	$ 11,600,000
Deferred underwriting commissions				7,000,000
Generating gross proceeds			6,500,000	$ 200,000,000
Deferred underwriting fees			$ 227,500
Number of units issued (in Shares)			650,000	20,000,000
Aggregate loan		$ 300,000
IPO [Member] | Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description							If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (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 taxes (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
IPO [Member] | Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)						10
Share price (in Dollars per share)							$ 10
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)							8.5881

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Dec. 31, 2020USD ($)
Restatement Of Previously Issued Financial Statements [Abstract]
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Nov. 24, 2020
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption (in Shares)			174,231,060	170,500,700
Class A common stock	$ 308	$ 252	$ 322	$ 295
Additional paid-in capital	7,424,256	1,850,692	8,880,763	6,831,060
Accumulated deficit	(2,425,074)	3,148,545	(3,881,651)	(1,831,925)
Total stockholders’ equity (deficit)	5,000,006	5,000,005	$ 5,000,009	5,000,005
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)				202,148,859
Total assets				202,148,859
Total liabilities				26,648,154
Preferred stock
Class B common stock				$ 575
Restatement Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption (in Shares)			32,268,940	29,499,300
Class A common stock	(308)	(252)	$ (322)	$ (295)
Additional paid-in capital	(7,424,256)	(1,850,692)	(8,880,763)	(6,831,060)
Accumulated deficit	(23,387,796)	(23,387,796)	(23,387,855)	(22,667,945)
Total stockholders’ equity (deficit)	(30,812,360)	(25,238,740)	$ (32,268,940)	(29,499,300)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
Total assets
Preferred stock
Class B common stock
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption (in Shares)			206,500,000	200,000,000
Class A common stock
Additional paid-in capital
Accumulated deficit	(25,812,870)	(20,239,251)	(27,269,506)	(24,499,870)
Total stockholders’ equity (deficit)	$ (25,812,354)	$ (20,238,735)	$ (27,268,931)	(24,499,295)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)				202,148,859
Total assets				202,148,859
Total liabilities				26,648,154
Preferred stock
Class B common stock				$ 575

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the cash flows - USD ($)	3 Months Ended	4 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A common stock subject to possible redemption		$ 170,500,700
Change in Value of Class A common stock subject to possible redemption	$ 7,030,200	3,730,360	$ 1,456,580
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A common stock subject to possible redemption		(170,500,700)
Change in Value of Class A common stock subject to possible redemption	(7,030,200)	(3,730,360)	(1,456,580)
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A common stock subject to possible redemption
Change in Value of Class A common stock subject to possible redemption

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement operations and comprehensive loss - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member]
Condensed Income Statements, Captions [Line Items]
Net loss			$ (3,881,651)
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class A Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding			20,547,368
Basic and diluted loss per share
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding			5,055,914
Basic and diluted loss per share	(1.08)	1.36	$ (0.55)	0.28
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Net loss
Adjustment [Member] | Class A Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding			(12,151,669)
Basic and diluted loss per share	(0.22)	0.27	$ (0.29)	0.06
Adjustment [Member] | Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding
Basic and diluted loss per share	0.86	(1.09)	$ 0.26	(0.22)
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Net loss			$ (3,881,651)
As Restated [Member] | Class A Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding			8,395,699
Basic and diluted loss per share	(0.22)	0.27	$ (0.29)	0.06
As Restated [Member] | Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding			5,055,914
Basic and diluted loss per share	$ (0.22)	$ 0.27	$ (0.29)	$ 0.06

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Details) - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jan. 08, 2021	Dec. 30, 2020	Nov. 30, 2020
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Federal depository insurance coverage limit (in Dollars)			$ 250,000	$ 250,000
Per share (in Dollars per share)			$ 1
Shares subject to possible redemption (in Dollars)			$ 20,650,000
Issuance of common stock			2
Investments held in trust account (in Dollars)			$ 2
Net loss (in Dollars)	$ (2,000)	$ 1,872,920	(3,881,651)	3,329,497
Net tangible assets (in Dollars)				$ 5,000,001
Remaining shares forfeited					587,500
Private Placement [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Net loss (in Dollars)			$ (16,455,000)
Warrants to purchase common shares			1	6,000,000
Over-Allotment Option [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Warrants to purchase common shares			10,325,000
Private placement warrants				16,455,000
Additional units purchased							650,000
Private Placement Warrants [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Warrants to purchase common shares			6,130,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Common stock subject to possible redemption		20,650,000		20,650,000		20,650,000
Class B Common Stock [Member] | Over-Allotment Option [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Forfeiture shares				750,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of net income (loss) per share of common stock - USD ($)	1 Months Ended		3 Months Ended	4 Months Ended		9 Months Ended
	Sep. 30, 2020		Sep. 30, 2021	Dec. 31, 2020		Sep. 30, 2021
Class A [Member]
Numerator:
Allocation of net loss			$ 1,498,336	$ (2,422,696)		$ 2,663,598
Denominator:
Basic and diluted weighted average common shares outstanding		[1]	20,650,000	8,395,699		20,650,000
Basic and diluted net loss per common share				$ (0.29)
Class B [Member]
Numerator:
Allocation of net loss	$ (2,000)		$ 374,584	$ (1,458,955)		$ 665,899
Denominator:
Basic and diluted weighted average common shares outstanding	5,000,000	[1]	5,162,500	5,055,914	[2]	5,162,500
Basic and diluted net loss per common share	$ 0		$ 0.07	$ (0.29)		$ 0.13
[1]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over -allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over -allotment option to purchase an additional 650,000 Units; the remaining 587,500 shares of Class B common stock were forfeited on January 8, 2021.
[2]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended		4 Months Ended	6 Months Ended
	Nov. 30, 2020	Nov. 24, 2020	Dec. 31, 2020	Jun. 30, 2021
Initial Public Offering (Details) [Line Items]
Redeemable warrant, description			Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).	Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	650,000	20,000,000
Additional unit (in Shares)		10
Generating gross proceeds	$ 6,500,000	$ 200,000,000
Incurring offering costs	357,500	11,600,000
Deferred underwriting commissions		$ 7,000,000
Deferred underwriting fees	$ 227,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Sep. 10, 2021	Nov. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Nov. 24, 2020	Nov. 19, 2020	Nov. 13, 2020
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)					$ 12
Aggregate shares (in Shares)		5,750,000
Forfeited shares (in Shares)		750,000
Purchased of additional shares (in Shares)		650,000
Related party transactions, description					Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.	Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Share price (in Dollars per share)					$ 9.65		$ 9.38
Aggregate value						$ 6,000,000
Aggregate of cover expenses			$ 300,000
Borrowings repaid							$ 104,788
Convertible debt				$ 1,500,000	$ 1,500,000	$ 1,500,000
Conversion price (in Dollars per share)				$ 1	$ 1	$ 1
Administrative fees expense					$ 4,000	$ 4,000
Debt incurred expenses				$ 12,000	8,000	36,000
Working Capital Loans outstanding					$ 0	300,000
Borrowed amount	$ 300,000
Conversion price (in Dollars per share)	$ 1
Drawn under convertible note				$ 300,000		$ 300,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder shares percentage		20.00%
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares (in Shares)					6,000,000	6,000,000
Share price (in Dollars per share)				$ 1	$ 1	$ 1
Aggregate value					$ 6,000,000
Aggregate of additional warrants (in Shares)		130,000
Generating gross proceeds		$ 130,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares issued (in Shares)			10,062,500
Founder shares, value			$ 25,000
Shares surrendered (in Shares)								1,437,500	2,875,000
Common stock held by sponsor forfeited (in Shares)		587,500
Founder share, Description		The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
Common stock outstanding (in Shares)				5,162,500	5,750,000	5,162,500
Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding (in Shares)									5,750,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)			$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding (in Shares)					3,226,894
Warrants purchase shares	$ 300,000
Class A Common Stock [Member] | Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)		$ 11.5		$ 11.5		$ 11.5

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	1 Months Ended	4 Months Ended	9 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Commitments & Contingencies (Details) [Line Items]
Underwriting discount (in Dollars per share)		$ 0.2	$ 0.2
Aggregate value		$ 4,000,000	$ 4,000,000
Deferred fee (in Dollars per share)		$ 0.35	$ 0.35
Deferred aggregate value		$ 7,000,000	$ 7,000,000
Underwriters additional fee	$ 130,000
Underwriting Agreement [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting commissions	$ 227,500

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Derivative Warrant Liabilities (Details) [Line Items]
Warrants exercise price	$ 11.5	$ 11.5
Warrants expire term	5 years	5 years
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
Warrants for redemption, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;•        if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and•        if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;•        if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and•        if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants for redemption, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon a minimum of 30 days’ prior written notice of redemption; and•        if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon a minimum of 30 days’ prior written notice of redemption; and•        if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Class A Common Stock Subject _3

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 outstanding	20,650,000	20,650,000
Common stock, stock authorized	380,000,000	380,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, voting rights	Class A common stock are entitled to one vote for each share

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of condensed balance sheet is reconciled - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Schedule of condensed balance sheet is reconciled [Abstract]
Gross Proceeds of initial public offering and over-allotment	$ 206,500,000	$ 206,500,000
Less:
Proceeds allocated to Public Warrants at issuance	(12,183,500)	(12,183,500)
Offering costs allocated to Class A common stock subject to possible redemption	(11,228,780)	(11,228,780)
Plus:
Accretion on Class A common stock subject to possible redemption amount	23,412,280	23,412,280
Class A common stock subject to possible redemption	$ 206,500,000	$ 206,500,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - $ / shares	1 Months Ended	4 Months Ended	9 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Nov. 19, 2020	Nov. 13, 2020	Sep. 30, 2020
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued			8.5881
Percentage of issued and outstanding shares			20.00%
Founder shares, description	The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.		The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
Converted percentage		20.00%	20.00%
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value par share (in Dollars per share)		$ 0.0001	$ 0.0001
Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued			8.5881
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (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		20,650,000
Common stock, shares outstanding		20,650,000	20,650,000
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (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 outstanding		5,750,000
Shares issued						10,062,500
Shares surrendered				1,437,500	2,875,000
Percentage of issued and outstanding shares		20.00%
Common stock outstanding			5,750,000		5,750,000
Class B Common Stock [Member] | Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares outstanding		5,750,000
Class B Common Stock [Member] | Over-Allotment Option [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Subject forfeiture share	587,500	750,000	750,000
Additional purchase share	650,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended	4 Months Ended	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	May 27, 2021
Fair Value Disclosures [Abstract]
Investment held in cash	$ 206,563,051	$ 206,498,802	$ 206,563,051	$ 651
Change in fair value of derivative warrant liabilities		$ 1,800,000
Dividend rate		0.00%
Increase decrease in fair value of derivative warrant liabilities	$ 3,000,000		$ 7,400,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Total Fair Value	$ 206,498,802
Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member]
Assets:
Assets	206,498,802
Quoted Prices in Active Markets (Level 1) [Member] | Public warrants [Member]
Liabilities:
Liabilities
Quoted Prices in Active Markets (Level 1) [Member] | Private placement warrants [Member]
Liabilities:
Liabilities
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Total Fair Value
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member]
Assets:
Assets
Significant Other Observable Inputs (Level 2) [Member] | Public warrants [Member]
Liabilities:
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private placement warrants [Member]
Liabilities:
Liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Total Fair Value	21,226,950
Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member]
Assets:
Assets
Significant Other Unobservable Inputs (Level 3) [Member] | Public warrants [Member]
Liabilities:
Liabilities	13,319,250
Significant Other Unobservable Inputs (Level 3) [Member] | Private placement warrants [Member]
Liabilities:
Liabilities	$ 7,907,700

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares	1 Months Ended	4 Months Ended
	Nov. 24, 2020	Dec. 31, 2020
Schedule of quantitative information regarding Level 3 fair value measurements inputs [Abstract]
Exercise price	$ 11.5	$ 11.5
Stock price	$ 9.38	$ 9.65
Term (yrs)	5 years 6 months	5 years 6 months
Volatility	25.00%	25.00%
Risk-free rate	0.50%	0.50%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs	4 Months Ended
	Dec. 31, 2020USD ($)
Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs [Abstract]
Derivative warrant liabilities at September 9, 2020 (inception)
Issuance of Public and Private Warrants	19,416,900
Change in fair value of derivative warrant liabilities	1,810,050
Derivative warrant liabilities at December 31, 2020	$ 21,226,950

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit)	4 Months Ended
	Dec. 31, 2020USD ($)
Current
Federal
State
Deferred
Federal	(51,194)
State
Change in valuation allowance	51,194
Income tax provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets	Dec. 31, 2020USD ($)
Deferred tax assets:
Start-up/Organization costs	$ 13,150
Net operating loss carryforwards	38,045
Total deferred tax assets	51,194
Valuation allowance	(51,194)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of statutory federal income tax rate (benefit)	4 Months Ended
	Dec. 31, 2020
Schedule of statutory federal income tax rate (benefit) [Abstract]
Statutory Federal income tax rate	21.00%
Change in fair value of derivative warrant liability, loss upon issuance of Private Placement Warrants and offering costs associated with derivative warrant liablities	(19.70%)
Change in Valuation Allowance	(1.30%)
Income Taxes Benefit	0.00%

Subsequent Events (Details)

Subsequent Events (Details)	1 Months Ended
	Mar. 29, 2021shares
Subsequent Events (Details) [Line Items]
Unexercised over-allotment option expired date	Jan. 8, 2021
Forecast [Member]
Subsequent Events (Details) [Line Items]
Class B common stock sponsor forfeited	587,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement on the balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Nov. 24, 2020
As Previously Reported [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement on the balance sheet [Line Items]
Class A common stock subject to possible redemption	$ 175,687,640	$ 181,261,260
Class A common stock	308	252	$ 322	$ 295
Additional paid-in capital	7,424,256	1,850,692	8,880,763	6,831,060
Accumulated deficit	(2,425,074)	3,148,545	(3,881,651)	(1,831,925)
Total stockholders’ equity (deficit)	5,000,006	5,000,005	5,000,009	5,000,005
Adjustment [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement on the balance sheet [Line Items]
Class A common stock subject to possible redemption	30,812,360	25,238,740
Class A common stock	(308)	(252)	(322)	(295)
Additional paid-in capital	(7,424,256)	(1,850,692)	(8,880,763)	(6,831,060)
Accumulated deficit	(23,387,796)	(23,387,796)	(23,387,855)	(22,667,945)
Total stockholders’ equity (deficit)	(30,812,360)	(25,238,740)	(32,268,940)	(29,499,300)
As Restated [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement on the balance sheet [Line Items]
Class A common stock subject to possible redemption	206,500,000	206,500,000
Class A common stock
Additional paid-in capital
Accumulated deficit	(25,812,870)	(20,239,251)	(27,269,506)	(24,499,870)
Total stockholders’ equity (deficit)	$ (25,812,354)	$ (20,238,735)	$ (27,268,931)	$ (24,499,295)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of previously reported statement of cash flows - USD ($)	3 Months Ended	4 Months Ended	6 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
As Previously Reported [Member]
Supplemental Disclosure of Noncash Financing Activities:
Change in Value of Class A common stock subject to possible redemption	$ 7,030,200	$ 3,730,360	$ 1,456,580
Adjustment [Member]
Supplemental Disclosure of Noncash Financing Activities:
Change in Value of Class A common stock subject to possible redemption	(7,030,200)	(3,730,360)	(1,456,580)
As Restated [Member]
Supplemental Disclosure of Noncash Financing Activities:
Change in Value of Class A common stock subject to possible redemption

Summary of Significant Accoun_7

Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss - $ / shares	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
As Previously Reported [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss [Line Items]
Basic and diluted income (loss) per share
As Previously Reported [Member] | Class B Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss [Line Items]
Basic and diluted income (loss) per share	(1.08)	1.36	(0.55)	0.28
Adjustment [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss [Line Items]
Basic and diluted income (loss) per share	(0.22)	0.27	(0.29)	0.06
Adjustment [Member] | Class B Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss [Line Items]
Basic and diluted income (loss) per share	0.86	(1.09)	0.26	(0.22)
As Restated [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss [Line Items]
Basic and diluted income (loss) per share	(0.22)	0.27	(0.29)	0.06
As Restated [Member] | Class B Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of restatement operations and comprehensive loss [Line Items]
Basic and diluted income (loss) per share	$ (0.22)	$ 0.27	$ (0.29)	$ 0.06

Summary of Significant Accoun_8

Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	1 Months Ended		3 Months Ended	4 Months Ended		9 Months Ended
	Sep. 30, 2020		Sep. 30, 2021	Dec. 31, 2020		Sep. 30, 2021
Class A [Member]
Numerator:
Allocation of net income (loss)			$ 1,498,336	$ (2,422,696)		$ 2,663,598
Denominator:
Basic and diluted weighted average common shares outstanding		[1]	20,650,000	8,395,699		20,650,000
Basic and diluted net income(loss) per common share			$ 0.07			$ 0.13
Class B [Member]
Numerator:
Allocation of net income (loss)	$ (2,000)		$ 374,584	$ (1,458,955)		$ 665,899
Denominator:
Basic and diluted weighted average common shares outstanding	5,000,000	[1]	5,162,500	5,055,914	[2]	5,162,500
Basic and diluted net income(loss) per common share	$ 0		$ 0.07			$ 0.13
[1]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over -allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over -allotment option to purchase an additional 650,000 Units; the remaining 587,500 shares of Class B common stock were forfeited on January 8, 2021.
[2]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture at December 31, 2020.

Class A Common Stock Subject _5

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of condensed balance sheet is reconciled - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Schedule of condensed balance sheet is reconciled [Abstract]
Gross proceeds	$ 206,500,000	$ 206,500,000
Less:
Proceeds allocated to Public Warrants at issuance	(12,183,500)	(12,183,500)
Offering costs allocated to Class A common stock subject to possible redemption	(11,228,780)	(11,228,780)
Plus:
Accretion of carrying value to redemption value	23,412,280	23,412,280
Class A common stock subject to possible redemption	$ 206,500,000	$ 206,500,000

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account – Money Market Fund	$ 206,498,802	$ 206,563,051
Liabilities:
Derivative warrant liabilities – Public warrants		8,673,000
Derivative warrant liabilities – Private placement warrants
Total Fair Value	206,498,802	215,236,051
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account – Money Market Fund
Liabilities:
Derivative warrant liabilities – Public warrants
Derivative warrant liabilities – Private placement warrants		5,149,200
Total Fair Value		5,149,200
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account – Money Market Fund
Liabilities:
Derivative warrant liabilities – Public warrants	13,319,250
Derivative warrant liabilities – Private placement warrants	7,907,700
Total Fair Value	$ 21,226,950

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of change in fair value of derivative warrant liabilities [Abstract]
Level 3 derivative warrant liabilities at January 1, 2021	$ 21,226,950
Transfer of Public Warrants and Private Placement Warrants from Level 3	(21,226,950)
Level 3 derivative warrant liabilities at September 30, 2021