Electriq Power (ELIQQ) 10-Q/A 4 Feb 22 2021 Q3 Quarterly report (amended) Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Feb. 04, 2022
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Registrant Name	TLG Acquisition One Corp.
Entity Central Index Key	0001827871
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39948
Entity Tax Identification Number	85-3310839
Entity Address, Address Line One	515 North Flagler Drive, Suite 520
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	561
Local Phone Number	945-8340
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to TLG Acquisition One Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of TLG Acquisition One Corp. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021 (the “First Amended Filing”). On November 12, 2021, TLG Acquisition One Corp. (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on February 1, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. The Company’s management re-evaluated the conclusion and determined that the Class A common stock subject to redemption included certain provisions that require classification of the Class A common stock as temporary equity. As a result, management corrected the error by restating all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously issued financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on February 1, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021; and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 12, 2021; (collectively, the “Affected Periods”), should be restated to report all outstanding Class A common stock subject to possible redemption as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Amendment No. 1. The above changes do not have any impact on its cash position and cash held in the trust account established in connection with the IPO. After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part 1 of this Amendment No. 1.
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	TLGA
Security Exchange Name	NYSE
Title of 12(b) Security	Class A common shares included as part of the units
Entity Common Stock, Shares Outstanding		40,000,000
Common Class F [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,000,000
Capital Units [Member]
Document Information [Line Items]
Trading Symbol	TLGA.U
Security Exchange Name	NYSE
Title of 12(b) Security	Units, each consisting of one Class A common share, $0.0001 par value, and one-third of one redeemable warrant
Warrant [Member]
Document Information [Line Items]
Trading Symbol	TLGA WS
Security Exchange Name	NYSE
Title of 12(b) Security	Redeemable warrants included as part of the units

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 37,618	$ 500
Prepaid expenses	365,391
Total current assets	403,009	500
Investments held in Trust Account	400,016,098
Deferred offering costs		318,261
Total Assets	400,419,107	318,761
Current liabilities:
Accounts payable	270,064	750
Accrued expenses	1,760,330	157,261
Working Capital Loan - related party	570,000
Franchise tax payable	148,385	937
Note payable - related party		138,142
Total current liabilities	2,748,779	297,090
Derivative warrant liabilities	13,733,330
Deferred underwriting commissions	14,000,000
Total Liabilities	30,482,109	297,090
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 and -0- shares at redemption value of $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	400,000,000
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020
Additional paid-in capital		24,000
Accumulated deficit	(30,064,002)	(3,329)
Total stockholders' equity (deficit)	(30,063,002)	21,671
Total Liabilities and Stockholders' Equity (Deficit)	400,419,107	318,761
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 and -0- shares at redemption value of $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	400,000,000
Stockholders' Equity (Deficit):
Common stock value	0
Common Class F [Member]
Stockholders' Equity (Deficit):
Common stock value	$ 1,000	$ 1,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	40,000,000	0
Temporary equity, redemption price per share	$ 10	$ 10
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued		0
Common stock shares outstanding		0
Common Class F [Member]
Temporary equity shares outstanding	1,250,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	10,000,000	10,000,000
Common stock shares outstanding	10,000,000	10,000,000
Non Redeemable Common Stock [Member]
Common stock shares issued	0	0
Common stock shares outstanding	0	0

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 161,058	$ 3,337,532
General and administrative expenses - related party	22,000	57,000
Franchise tax expenses	59,808	207,119
Loss from operations	(242,866)	(3,601,651)
Offering costs associated with derivative warrant liabilities	0	(1,413,340)
Change in fair value of derivative warrant liabilities	4,933,340	20,800,000
Income from investments held in Trust Account	6,145	16,098
Earnings before income taxes	4,696,619	15,801,107
Income tax expense	0	0
Net income	4,696,619	15,801,107
Common Class A [Member]
Net income	$ 3,757,295	$ 12,363,724
Weighted average shares outstanding	40,000,000	35,457,875
Basic and diluted net income per share	$ 0.09	$ 0.35
Common Class F [Member]
Net income	$ 939,324	$ 3,437,383
Weighted average shares outstanding	10,000,000	9,858,059
Basic and diluted net income per share	$ 0.09	$ 0.35

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings / (Accumulated Deficit) [Member]	Common Class A [Member]	Common Class A [Member]Common Stock [Member]	Common Class F [Member]	Common Class F [Member]Common Stock [Member]
Beginning balance at Dec. 31, 2020	$ 21,671	$ 24,000	$ (3,329)		$ 0		$ 1,000
Beginning balance (in shares) at Dec. 31, 2020					0		10,000,000
Accretion of Class A common stock subject to possible redemption amount	(45,885,780)	(24,000)	(45,861,780)
Net income	11,072,129		11,072,129
Ending balance at Mar. 31, 2021	(34,791,980)	0	(34,792,980)		$ 0		$ 1,000
Ending balance (in shares) at Mar. 31, 2021					0		10,000,000
Beginning balance at Dec. 31, 2020	21,671	24,000	(3,329)		$ 0		$ 1,000
Beginning balance (in shares) at Dec. 31, 2020					0		10,000,000
Ending balance at Jun. 30, 2021	(34,759,621)	0	(34,760,621)		$ 0		$ 1,000
Ending balance (in shares) at Jun. 30, 2021					0		10,000,000
Beginning balance at Dec. 31, 2020	21,671	24,000	(3,329)		$ 0		$ 1,000
Beginning balance (in shares) at Dec. 31, 2020					0		10,000,000
Accretion of Class A common stock subject to possible redemption amount				$ (45,817,580)
Net income	15,801,107			12,363,724		$ 3,437,383
Ending balance at Sep. 30, 2021	(30,063,002)	0	(30,064,002)		$ 0		$ 1,000
Ending balance (in shares) at Sep. 30, 2021					0		10,000,000
Beginning balance at Mar. 31, 2021	(34,791,980)	0	(34,792,980)		$ 0		$ 1,000
Beginning balance (in shares) at Mar. 31, 2021					0		10,000,000
Net income	32,359		32,359
Ending balance at Jun. 30, 2021	(34,759,621)	0	(34,760,621)		$ 0		$ 1,000
Ending balance (in shares) at Jun. 30, 2021					0		10,000,000
Net income	4,696,619		4,696,619	$ 3,757,295		$ 939,324
Ending balance at Sep. 30, 2021	$ (30,063,002)	$ 0	$ (30,064,002)		$ 0		$ 1,000
Ending balance (in shares) at Sep. 30, 2021					0		10,000,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 15,801,107
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party under note payable	1,530
Offering costs allocated to derivative warrant liabilities	1,413,340
Change in fair value of derivative warrant liabilities	(20,800,000)
Income from investments held in Trust Account	(16,098)
Changes in operating assets and liabilities:
Prepaid expenses	(365,391)
Accounts payable	270,064
Accrued expenses	1,675,330
Franchise tax payable	147,448
Net cash used in operating activities	(1,872,670)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(400,000,000)
Net cash used in investing activities	(400,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(192,312)
Proceeds received from initial public offering, gross	400,000,000
Proceeds received from private placement	10,000,000
Working Capital Loan - related party	570,000
Offering costs paid	(8,467,900)
Net cash provided by financing activities	401,909,788
Net change in cash	37,118
Cash - beginning of the period	500
Cash - end of the period	37,618
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	85,000
Deferred offering costs paid by related party under promissory note	51,890
Accounts payable paid through promissory note	750
Deferred underwriting commissions in connection with the initial public offering	$ 14,000,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1-Description TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account, and invested only in 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 in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-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 any, and excluding the amount of any deferred underwriting discount held in trust) 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 combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. RBC has also agreed to vote any Public Shares purchased after the Initial Public Offering for which it has voting control in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. 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 holders of the Founder Shares (as defined in Note 4) (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 24 months from the closing of the Initial Public Offering, or February 1, 2023, (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, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-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 Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $38,000 in its operating bank account and a working capital deficit of approximately $2.3 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, and Working Capital Loans from affiliates. 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 Working Capital Loans (as defined in Note 4) as may be required. The Company has drawn $570,000 under such loans as of September 30, 2021. Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies (as restated)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies (as restated)	Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (as restated) Basis of Presentation The accompanying unaudited condensed 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 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 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, 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 Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs 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 As Reported Adjustment As Restated Total assets $ 401,048,147 $ 401,048,147 Total liabilities $ 35,840,127 $ 35,840,127 Class A common stock subject to possible redemption 360,208,010 39,791,990 400,000,000 Preferred stock — — — Class A common stock 398 (398 ) — Class F common stock 1,000 — 1,000 Additional paid-in — — — Accumulated deficit 4,998,612 (39,791,592 ) (34,792,980 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (39,791,990 ) $ (34,791,980 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 401,048,147 $ — $ 401,048,147 The Company’s 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 three months ended March 31, 2021: Form 10-Q As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 343,866,050 $ (343,866,050 ) $ — Change in value of Class A common stock subject to possible redemption $ (16,341,960 ) $ 16,341,960 $ — 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 As Reported Adjustment As Restated Total assets $ 400,720,163 $ 400,720,163 Total liabilities $ 35,479,784 $ 35,479,784 Class A common stock subject to possible redemption $ 360,240,370 $ 39,759,630 $ 400,000,000 Preferred stock — — — Class A common stock 398 (398 ) — Class F common stock 1,000 — 1,000 Additional paid-in — — — Retained earnings (accumulated deficit) 4,998,611 (39,759,232 ) (34,760,621 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (39,759,630 ) $ (34,759,621 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 400,720,163 $ — $ 400,720,163 The Company’s 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: Form 10-Q As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 347,732,720 $ (347,732,720 ) $ — Change in value of Class A common stock subject to possible redemption $ 6,437,462 $ (6,437,462 ) $ — 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 for Class A common stock As Reported Adjustment As Adjusted Form 10-Q Net income $ 11,072,129 $ — $ 11,072,129 Weighted average shares outstanding 40,000,000 (13,777,778 ) 26,222,222 Basic and diluted earnings per share $ 0.00 $ 0.31 $ 0.31 Form 10-Q Net income $ 32,359 $ — $ 32,359 Weighted average shares outstanding 40,000,000 — 40,000,000 Basic and diluted earnings per share $ 0.00 $ 0.00 $ 0.00 Form 10-Q Net income $ 11,104,488 $ — $ 11,104,488 Weighted average shares outstanding 40,000,000 (6,850,829 ) 33,149,171 Basic and diluted earnings per share $ 0.00 $ 0.26 $ 0.26 Earnings Per Share for Class F common stock As Reported Adjustment As Adjusted Form 10-Q Net Income $ 11,072,129 $ — $ 11,072,129 Weighted average shares outstanding 10,000,000 (430,556 ) 9,569,444 Basic and diluted earnings per share $ (0.10 ) $ 0.41 $ 0.31 Form 10-Q Net income $ 32,359 $ — $ 32,359 Weighted average shares outstanding 10,000,000 — 10,000,000 Basic and diluted earnings per share $ 0.23 $ (0.23 ) $ 0.00 Form 10-Q Net income $ 11,104,488 $ — $ 11,104,488 Weighted average shares outstanding 9,785,912 (0 ) 9,785,912 Basic and diluted earnings per share $ 0.18 $ 0.08 $ 0.26 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. 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. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020, held outside of the Trust Account. Investments Held in 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 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 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 are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The 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 non-current Working Capital Loan – Related Party The Company has elected the fair value option to account for borrowings under Working Capital Loans with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. 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 non-current Class A Common Shares 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. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheet. There were no shares of Class A common stock issued or outstanding as of December 31, 2020. 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 redeemable shares of Class A common stock resulted in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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 30, 2021 and December 31, 2020, the Company had deferred tax assets aggregating $1,225,192 and $700, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. and December 31, 2020. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. 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) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 3,757,295 $ 939,324 $ 12,363,724 $ 3,437,383 Denominator: Basic and diluted weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 9,858,059 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ 0.35 $ 0.35 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”).Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. 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 October 13, 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 was 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, $570,000 was drawn on the Working Capital Loans, which is presented at fair value of approximately $570,000 on the accompanying unaudited condensed balance sheets. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred $22,000 and $57,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021 and December 30, 2020, and The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—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, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	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 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 40,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Class A common stock subject to possible redemption Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption $ 400,000,000

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7—Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class F Common Stock The amended and restated certificate of incorporation will provide that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrant Liability Disclosure [Abstract]
Warrants	Note 8—Warrants As of September 30, 2021 and December 31, 2020, the Company had and zero Public Warrants and and zero Private Warrants outstanding, respectively. 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 agreed that as soon as practicable, but in no event later than 20 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 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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 for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading 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 If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after 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 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 last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	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 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. There were no assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020. Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account—Money market fund $ 400,016,098 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 7,600,000 — — Derivative warrant liabilities—Private placement warrants $ — $ — $ 6,133,330 Working Capital loan—related party $ — $ — $ 570,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the hierarchy for the three and nine months ended September 30, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants. The fair value of the Public Warrants and Private Placement Warrants were initially measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the fair value of Private Placement Warrants continues to be estimated using a Black-Scholes option pricing model. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: September 30, 2021 Exercise price $ 11.50 Stock price $ 9.85 Term (yrs) 5 Volatility 16.0 % Risk-free rate 0.55 % The change in the fair value of Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Derivative Working Capital Level 3—Derivative warrant liabilities at January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities 200,000 — Level 3—Derivative warrant liabilities at March 31, 2021 14,066,670 — Change in fair value of derivative warrant liabilities (6,066,670 ) — Issuance of working capital loan—related party — 100,000 Level 3—Derivative warrant liabilities and working capital loans- related party at June 30, 2021 8,000,000 100,000 Change in fair value of derivative warrant liabilities and working capital loan (1,866,670 ) — Issuance of working capital loan—related party — 470,000 Level 3—Derivative warrant liabilities and working capital loans- related party at September 30, 2021 $ 6,133,330 $ 570,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed 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 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 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.
Restatement of Previously Reported Financial Statements	Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, 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 Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs 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 As Reported Adjustment As Restated Total assets $ 401,048,147 $ 401,048,147 Total liabilities $ 35,840,127 $ 35,840,127 Class A common stock subject to possible redemption 360,208,010 39,791,990 400,000,000 Preferred stock — — — Class A common stock 398 (398 ) — Class F common stock 1,000 — 1,000 Additional paid-in — — — Accumulated deficit 4,998,612 (39,791,592 ) (34,792,980 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (39,791,990 ) $ (34,791,980 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 401,048,147 $ — $ 401,048,147 The Company’s 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 three months ended March 31, 2021: Form 10-Q As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 343,866,050 $ (343,866,050 ) $ — Change in value of Class A common stock subject to possible redemption $ (16,341,960 ) $ 16,341,960 $ — 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 As Reported Adjustment As Restated Total assets $ 400,720,163 $ 400,720,163 Total liabilities $ 35,479,784 $ 35,479,784 Class A common stock subject to possible redemption $ 360,240,370 $ 39,759,630 $ 400,000,000 Preferred stock — — — Class A common stock 398 (398 ) — Class F common stock 1,000 — 1,000 Additional paid-in — — — Retained earnings (accumulated deficit) 4,998,611 (39,759,232 ) (34,760,621 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (39,759,630 ) $ (34,759,621 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 400,720,163 $ — $ 400,720,163 The Company’s 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: Form 10-Q As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 347,732,720 $ (347,732,720 ) $ — Change in value of Class A common stock subject to possible redemption $ 6,437,462 $ (6,437,462 ) $ — 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 for Class A common stock As Reported Adjustment As Adjusted Form 10-Q Net income $ 11,072,129 $ — $ 11,072,129 Weighted average shares outstanding 40,000,000 (13,777,778 ) 26,222,222 Basic and diluted earnings per share $ 0.00 $ 0.31 $ 0.31 Form 10-Q Net income $ 32,359 $ — $ 32,359 Weighted average shares outstanding 40,000,000 — 40,000,000 Basic and diluted earnings per share $ 0.00 $ 0.00 $ 0.00 Form 10-Q Net income $ 11,104,488 $ — $ 11,104,488 Weighted average shares outstanding 40,000,000 (6,850,829 ) 33,149,171 Basic and diluted earnings per share $ 0.00 $ 0.26 $ 0.26 Earnings Per Share for Class F common stock As Reported Adjustment As Adjusted Form 10-Q Net Income $ 11,072,129 $ — $ 11,072,129 Weighted average shares outstanding 10,000,000 (430,556 ) 9,569,444 Basic and diluted earnings per share $ (0.10 ) $ 0.41 $ 0.31 Form 10-Q Net income $ 32,359 $ — $ 32,359 Weighted average shares outstanding 10,000,000 — 10,000,000 Basic and diluted earnings per share $ 0.23 $ (0.23 ) $ 0.00 Form 10-Q Net income $ 11,104,488 $ — $ 11,104,488 Weighted average shares outstanding 9,785,912 (0 ) 9,785,912 Basic and diluted earnings per share $ 0.18 $ 0.08 $ 0.26
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020, held outside of the Trust Account.
Investments Held in Trust Account	Investments Held in 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 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 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 are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The 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 non-current
Working Capital Loan – Related Party	Working Capital Loan – Related Party The Company has elected the fair value option to account for borrowings under Working Capital Loans with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the condensed statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred 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 non-current
Class A Common Shares Subject to Possible Redemption	Class A Common Shares 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. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheet. There were no shares of Class A common stock issued or outstanding as of December 31, 2020. 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 redeemable shares of Class A common stock resulted in charges against additional paid-in
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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 30, 2021 and December 31, 2020, the Company had deferred tax assets aggregating $1,225,192 and $700, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. and December 31, 2020.
Net income per common share	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. 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) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 3,757,295 $ 939,324 $ 12,363,724 $ 3,437,383 Denominator: Basic and diluted weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 9,858,059 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ 0.35 $ 0.35
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
summary of Basic and Diluted Net Income (Loss) per Common Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 3,757,295 $ 939,324 $ 12,363,724 $ 3,437,383 Denominator: Basic and diluted weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 9,858,059 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ 0.35 $ 0.35
Schedule of impact of the restatement on the financial statements for the quarterly period	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 As Reported Adjustment As Restated Total assets $ 401,048,147 $ 401,048,147 Total liabilities $ 35,840,127 $ 35,840,127 Class A common stock subject to possible redemption 360,208,010 39,791,990 400,000,000 Preferred stock — — — Class A common stock 398 (398 ) — Class F common stock 1,000 — 1,000 Additional paid-in — — — Accumulated deficit 4,998,612 (39,791,592 ) (34,792,980 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (39,791,990 ) $ (34,791,980 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 401,048,147 $ — $ 401,048,147 The Company’s 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 three months ended March 31, 2021: Form 10-Q As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 343,866,050 $ (343,866,050 ) $ — Change in value of Class A common stock subject to possible redemption $ (16,341,960 ) $ 16,341,960 $ — 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 As Reported Adjustment As Restated Total assets $ 400,720,163 $ 400,720,163 Total liabilities $ 35,479,784 $ 35,479,784 Class A common stock subject to possible redemption $ 360,240,370 $ 39,759,630 $ 400,000,000 Preferred stock — — — Class A common stock 398 (398 ) — Class F common stock 1,000 — 1,000 Additional paid-in — — — Retained earnings (accumulated deficit) 4,998,611 (39,759,232 ) (34,760,621 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (39,759,630 ) $ (34,759,621 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 400,720,163 $ — $ 400,720,163 The Company’s 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: Form 10-Q As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 347,732,720 $ (347,732,720 ) $ — Change in value of Class A common stock subject to possible redemption $ 6,437,462 $ (6,437,462 ) $ — 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 for Class A common stock As Reported Adjustment As Adjusted Form 10-Q Net income $ 11,072,129 $ — $ 11,072,129 Weighted average shares outstanding 40,000,000 (13,777,778 ) 26,222,222 Basic and diluted earnings per share $ 0.00 $ 0.31 $ 0.31 Form 10-Q Net income $ 32,359 $ — $ 32,359 Weighted average shares outstanding 40,000,000 — 40,000,000 Basic and diluted earnings per share $ 0.00 $ 0.00 $ 0.00 Form 10-Q Net income $ 11,104,488 $ — $ 11,104,488 Weighted average shares outstanding 40,000,000 (6,850,829 ) 33,149,171 Basic and diluted earnings per share $ 0.00 $ 0.26 $ 0.26 Earnings Per Share for Class F common stock As Reported Adjustment As Adjusted Form 10-Q Net Income $ 11,072,129 $ — $ 11,072,129 Weighted average shares outstanding 10,000,000 (430,556 ) 9,569,444 Basic and diluted earnings per share $ (0.10 ) $ 0.41 $ 0.31 Form 10-Q Net income $ 32,359 $ — $ 32,359 Weighted average shares outstanding 10,000,000 — 10,000,000 Basic and diluted earnings per share $ 0.23 $ (0.23 ) $ 0.00 Form 10-Q Net income $ 11,104,488 $ — $ 11,104,488 Weighted average shares outstanding 9,785,912 (0 ) 9,785,912 Basic and diluted earnings per share $ 0.18 $ 0.08 $ 0.26

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
summary of class A common stock subject to redemption	Class A common stock subject to possible redemption Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption $ 400,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	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 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. There were no assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020. Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account—Money market fund $ 400,016,098 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 7,600,000 — — Derivative warrant liabilities—Private placement warrants $ — $ — $ 6,133,330 Working Capital loan—related party $ — $ — $ 570,000
Summary of Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: September 30, 2021 Exercise price $ 11.50 Stock price $ 9.85 Term (yrs) 5 Volatility 16.0 % Risk-free rate 0.55 %
Summary of Change in the Fair Value of Derivative Warrant Liabilities	The change in the fair value of Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Derivative Working Capital Level 3—Derivative warrant liabilities at January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities 200,000 — Level 3—Derivative warrant liabilities at March 31, 2021 14,066,670 — Change in fair value of derivative warrant liabilities (6,066,670 ) — Issuance of working capital loan—related party — 100,000 Level 3—Derivative warrant liabilities and working capital loans- related party at June 30, 2021 8,000,000 100,000 Change in fair value of derivative warrant liabilities and working capital loan (1,866,670 ) — Issuance of working capital loan—related party — 470,000 Level 3—Derivative warrant liabilities and working capital loans- related party at September 30, 2021 $ 6,133,330 $ 570,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 01, 2021	Sep. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO		$ 400,000,000
Deferred underwriting commissions		14,000,000
Payment to acquire restricted investments		$ 400,000,000
Restricted investments term		185 days
Percentage of public shares to be redeemed on non completion of business combination		100.00%
Lock in period for redemption of public shares after closing of IPO		24 months
Minimum share price of the residual assets remaining available for distribution		$ 10
Operating bank account		$ 38,000
Working capital (deficit)		2,300,000
Amount drawn from working capital loans		570,000
Working Capital Loans [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount drawn from working capital loans		$ 570,000
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued price per warrant		$ 1.50
Proceeds from issuance of warrants		$ 10,000,000
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum public share price due to reductions in the value of the trust assets less taxes payable		$ 10
Proceeds from unsecured and non-interest bearing promissory note		$ 192,000
Sponsor [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued during the period		4,666,667
Sponsor [Member] | Founder shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of common stock		$ 25,000
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued during the period		2,000,000
Public shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price		$ 10
Percentage of public shares to be redeemed on non completion of business combination		100.00%
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of fair market value of target business to asset held in trust account		80.00%
Net tangible assets required for consummation of business combination		$ 5,000,001
Dissolution expense		$ 100,000
Minimum [Member] | Definitive Agreement of Initial Business Combination [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of voting interests acquired		50.00%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price		$ 10
Percentage of redeeming shares of public shares without the company's prior written consent		15.00%
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO		$ 400,000,000
Payment to acquire restricted investments	$ 400,000,000
Share Price	$ 10
IPO [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares	40,000,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 400,000,000
Offering costs	22,700,000
Deferred underwriting commissions	$ 14,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares	5,000,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (as restated) - summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Numerator:
Allocation of net income (loss)	$ 4,696,619	$ 32,359	$ 11,072,129	$ 15,801,107
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ 3,757,295			$ 12,363,724
Denominator:
Basic and diluted weighted average common stock outstanding	40,000,000			35,457,875
Basic and diluted net income (loss) per common stock	$ 0.09			$ 0.35
Common Class F [Member]
Numerator:
Allocation of net income (loss)	$ 939,324			$ 3,437,383
Denominator:
Basic and diluted weighted average common stock outstanding	10,000,000			9,858,059
Basic and diluted net income (loss) per common stock	$ 0.09			$ 0.35

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (as restated) - Schedule of Impact of the Restatement on the Financial Statements for Quarterly Period (Detail) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Total assets	$ 400,419,107				$ 400,419,107	$ 318,761
Total liabilities	30,482,109				30,482,109	297,090
Class A common stock subject to possible redemption	400,000,000				400,000,000
Preferred stock
Additional paid-in capital						24,000
Accumulated deficit	(30,064,002)				(30,064,002)	(3,329)
Total stockholders' equity (deficit)	(30,063,002)	$ (34,759,621)	$ (34,791,980)	$ (34,759,621)	(30,063,002)	21,671
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	400,419,107				400,419,107	318,761
Income Statement [Abstract]
Net income	4,696,619	32,359	11,072,129		15,801,107
Common Class A [Member]
Statement of Financial Position [Abstract]
Class A common stock subject to possible redemption	400,000,000				400,000,000
Common stock value	0				0
Income Statement [Abstract]
Net income	$ 3,757,295				$ 12,363,724
Weighted average shares outstanding	40,000,000				35,457,875
Basic and diluted net income per share	$ 0.09				$ 0.35
Common Class F [Member]
Statement of Financial Position [Abstract]
Common stock value	$ 1,000				$ 1,000	$ 1,000
Income Statement [Abstract]
Net income	$ 939,324				$ 3,437,383
Weighted average shares outstanding	10,000,000				9,858,059
Basic and diluted net income per share	$ 0.09				$ 0.35
As Reported
Statement of Financial Position [Abstract]
Total assets		400,720,163	401,048,147	400,720,163
Total liabilities		35,479,784	35,840,127	35,479,784
Class A common stock subject to possible redemption		360,240,370	360,208,010	360,240,370
Preferred stock		0	0	0
Additional paid-in capital		0	0	0
Accumulated deficit		4,998,611	4,998,612	4,998,611
Total stockholders' equity (deficit)		5,000,009	5,000,010	5,000,009
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)		400,720,163	401,048,147	400,720,163
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption			343,866,050
Change in value of Class A common stock subject to possible redemption			(16,341,960)
As Reported | Common Class A [Member]
Statement of Financial Position [Abstract]
Common stock value		398	398	398
Income Statement [Abstract]
Net income		$ 32,359	$ 11,072,129	$ 11,104,488
Weighted average shares outstanding		40,000,000	40,000,000	40,000,000
Basic and diluted net income per share		$ 0	$ 0	$ 0
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption				$ 347,732,720
Change in value of Class A common stock subject to possible redemption				6,437,462
As Reported | Common Class F [Member]
Statement of Financial Position [Abstract]
Common stock value		$ 1,000	$ 1,000	1,000
Income Statement [Abstract]
Net income		$ 32,359	$ 11,072,129	$ 11,104,488
Weighted average shares outstanding		10,000,000	10,000,000	9,785,912
Basic and diluted net income per share		$ 0.23	$ (0.10)	$ 0.18
Adjustment
Statement of Financial Position [Abstract]
Class A common stock subject to possible redemption		$ 39,759,630	$ 39,791,990	$ 39,759,630
Preferred stock		0	0	0
Additional paid-in capital		0	0	0
Accumulated deficit		(39,759,232)	(39,791,592)	(39,759,232)
Total stockholders' equity (deficit)		(39,759,630)	(39,791,990)	(39,759,630)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)		0	0	0
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption			(343,866,050)
Change in value of Class A common stock subject to possible redemption			16,341,960
Adjustment | Common Class A [Member]
Statement of Financial Position [Abstract]
Common stock value		(398)	(398)	(398)
Income Statement [Abstract]
Net income		$ 0	$ 0	$ 0
Weighted average shares outstanding		0	(13,777,778)	(6,850,829)
Basic and diluted net income per share		$ 0	$ 0.31	$ 0.26
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption				$ (347,732,720)
Change in value of Class A common stock subject to possible redemption				(6,437,462)
Adjustment | Common Class F [Member]
Statement of Financial Position [Abstract]
Common stock value		$ 0	$ 0	0
Income Statement [Abstract]
Net income		$ 0	$ 0	$ 0
Weighted average shares outstanding		0	(430,556)	0
Basic and diluted net income per share		$ (0.23)	$ 0.41	$ 0.08
As Restated
Statement of Financial Position [Abstract]
Total assets		$ 400,720,163	$ 401,048,147	$ 400,720,163
Total liabilities		35,479,784	35,840,127	35,479,784
Class A common stock subject to possible redemption		400,000,000	400,000,000	400,000,000
Preferred stock		0	0	0
Additional paid-in capital		0	0	0
Accumulated deficit		(34,760,621)	(34,792,980)	(34,760,621)
Total stockholders' equity (deficit)		(34,759,621)	(34,791,980)	(34,759,621)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)		400,720,163	401,048,147	400,720,163
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption			0
Change in value of Class A common stock subject to possible redemption			0
As Restated | Common Class A [Member]
Statement of Financial Position [Abstract]
Common stock value		0	0	0
Income Statement [Abstract]
Net income		$ 32,359	$ 11,072,129	$ 11,104,488
Weighted average shares outstanding		40,000,000	26,222,222	33,149,171
Basic and diluted net income per share		$ 0	$ 0.31	$ 0.26
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption				$ 0
Change in value of Class A common stock subject to possible redemption				0
As Restated | Common Class F [Member]
Statement of Financial Position [Abstract]
Common stock value		$ 1,000	$ 1,000	1,000
Income Statement [Abstract]
Net income		$ 32,359	$ 11,072,129	$ 11,104,488
Weighted average shares outstanding		10,000,000	9,569,444	9,785,912
Basic and diluted net income per share		$ 0	$ 0.31	$ 0.26

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies (as restated) - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Line Items]
FDIC insured amount	$ 250,000	$ 250,000
Cash equivalents, at carrying value	$ 0	0
Restricted investments term	185 days
Deferred tax assets net of valuation allowance	$ 1,225,192	700
Unrecognized tax benefits	0	0
Accrued for interest and penalties	0	$ 0
SRT Minimum [Member]
Accounting Policies [Line Items]
Net tangible assets required for consummation of business combination	$ 5,000,001
Common Class A [Member]
Accounting Policies [Line Items]
Temporary equity shares outstanding	40,000,000	0
Number of common stock A into which the class of warrant or right may be converted.	20,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Feb. 01, 2021	Sep. 30, 2021
Proceeds from issuance of IPO		$ 400,000,000
Deferred underwriting commissions		$ 14,000,000
Public Warrants [Member]
Class of warrant or right, exercise price of warrants or rights		$ 11.50
IPO [Member]
Proceeds from issuance of IPO		$ 400,000,000
Common Class A [Member]
Stock conversion basis		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”).
Common Class A [Member] | Public Warrants [Member]
Shares issuable per warrant		1
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Common Class A [Member] | IPO [Member]
Stock issued during period shares	40,000,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 400,000,000
Deferred underwriting commissions	14,000,000
Offering costs	$ 22,700,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period shares	5,000,000

Related Party Transactions - A

Related Party Transactions - Additional Information (Detail) - USD ($)	Jan. 27, 2021	Oct. 13, 2020	Sep. 30, 2021	Sep. 30, 2021	Feb. 01, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Common stock, threshold percentage on conversion of shares			20.00%	20.00%
Number of consecutive trading days for determining share price				10 days
Minimum lock in period for transfer, assign or sell warrants after completion of IPO				30 days
Proceeds from related party debt				$ 570,000
Note payable - related party						$ 138,142
Working Capital loan related party, fair value			$ 570,000	570,000
General and administrative expenses, related party			22,000	57,000
Accounts Payable [Member]
Related Party Transaction [Line Items]
General and administrative expenses, related party			22,000	57,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 300,000
Debt instrument, interest rate, stated percentage		0.00%
Proceeds from related party debt		$ 192,000		570,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, carrying amount of equity component			$ 1,500,000	$ 1,500,000
Debt instrument, convertible, conversion price			$ 1.50	$ 1.50
Note payable - related party						0
Working Capital loan related party, fair value			$ 570,000	$ 570,000
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable			$ 35,000	$ 35,000		$ 0
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued price per warrant			$ 1.50	$ 1.50
Proceeds from Issuance of Warrants				$ 10,000,000
Common Class F [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share			$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding			10,000,000	10,000,000		10,000,000
Common Class F [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding					1,250,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share			$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding						0
Common Class A [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Shares issuable per warrant			1	1
Class of warrant or right, exercise price of warrants or rights			$ 11.50	$ 11.50
Founder shares [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share		$ 0.0001
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transaction [Line Items]
Share transfer trigger price per share			$ 12	$ 12
Number of consecutive trading days for determining share price				20 days
Number of trading days for determining share price				30 days
Threshold number of trading days for determining share price from date of business combination				150 days
Sponsor [Member] | Office Space Administrative And Support Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction				$ 7,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued during the period				4,666,667
Sponsor [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Stock dividend per share	$ 0.15942029
Common stock, threshold percentage on conversion of shares			20.00%	20.00%
Sponsor [Member] | Common Class F [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding					1,250,000
Sponsor [Member] | Founder shares [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services		$ 25,000
Stock issued during period, shares, issued for services		8,625,000
Stock transferred during the period, shares				40,000
Common stock shares outstanding	10,000,000
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued during the period				2,000,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Feb. 01, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriting discount paid per unit		$ 0.20
Payments for underwriting expense		$ 8,000,000
Deferred underwriting commission per unit		$ 0.35
Deferred underwriting commissions		$ 14,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Overallotment option	45 days
Stock issued during period shares	5,000,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Summary of class A common stock subject to redemption (Details) - USD ($)	Feb. 01, 2021	Mar. 31, 2021	Sep. 30, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering			$ 400,000,000
Plus:
Accretion of Class A common stock subject to possible redemption amount		$ 45,885,780
Class A common stock subject to possible redemption			400,000,000
Common Class A [Member]
Less:
Offering costs allocated to Class A common stock subject to possible redemption			(21,284,250)
Plus:
Accretion of Class A common stock subject to possible redemption amount			45,817,580
Class A common stock subject to possible redemption			400,000,000
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering			400,000,000
Less:
Fair value of Public Warrants at issuance			$ (24,533,330)
IPO [Member] | Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 400,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Common Class A [Member]	9 Months Ended
	Sep. 30, 2021shares$ / shares	Dec. 31, 2020$ / sharesshares
Temporary Equity [Line Items]
Common stock shares authorized	200,000,000	200,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Number of votes per share	1
Temporary equity shares outstanding	40,000,000	0

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Sep. 30, 2021	Feb. 01, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000		1,000,000
Preferred stock par or stated value per share	$ 0.0001		$ 0.0001
Preferred stock shares issued	0		0
Preferred stock shares outstanding	0		0
Percentage of ownership held by initial shareholders	20.00%
Minimum percentage of outstanding shareholders approval required for amendment	90.00%
Common stock, threshold percentage on conversion of shares	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	200,000,000		200,000,000
Common stock par or stated value per share	$ 0.0001		$ 0.0001
Common stock shares issued			0
Common stock shares outstanding			0
Temporary equity shares outstanding	40,000,000		0
Common Class A [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock shares issued	40,000,000
Common stock shares outstanding	40,000,000
Common Class F [Member]
Class of Stock [Line Items]
Common stock shares authorized	20,000,000		20,000,000
Common stock par or stated value per share	$ 0.0001		$ 0.0001
Common stock shares issued	10,000,000		10,000,000
Common stock shares outstanding	10,000,000		10,000,000
Temporary equity shares outstanding	1,250,000
Common Class F [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares outstanding		1,250,000

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Warrant Liability Disclosure [Line Items]
Minimum lock in period for transfer, assign or sell warrants after completion of IPO	30 days
Number of consecutive trading days for determining share price	10 days
Share Price Less Than Or Equals To USD Nine Point Two [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 9.20
Share Price Less Than Or Equals To USD Nine Point Two [Member] | Common Stock [Member]
Warrant Liability Disclosure [Line Items]
Class of warrant or right, redemption price adjustment percentage	115.00%
Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Class of Warrants, Redemption Notice Period	30 days
Share Price Less Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 10
Class of Warrants, Redemption Price Per Unit	$ 0.10
Class of Warrants, Redemption Notice Period	30 days
Public Warrants [Member]
Warrant Liability Disclosure [Line Items]
Number of Warrants or Rights Outstanding	13,333,333	0
Warrants Exercisable Term from the Date of Completion of business Combination	30 days
Warrants Exercisable term from the Closing of IPO	12 months
Minimum lock in period for SEC registration from date of business combination	20 days
Minimum lock In period to become effective after the closing of the initial business combination	60 days
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Private Placement Warrants [Member]
Warrant Liability Disclosure [Line Items]
Number of Warrants or Rights Outstanding	6,666,667	0
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 18
Class of Warrants, Redemption Price Per Unit	$ 0.01
Class of Warrants, Redemption Notice Period	30 days
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value	$ 0
Liabilities fair value	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member]	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 7,600,000
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account - Money market fund	400,016,098
Significant Other Unobservable Inputs (Level 3) [Member] | Working Capital Loan Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working Capital loan - related party	570,000
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 6,133,330

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Sep. 30, 2021$ / sharesyr
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	11.50
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	9.85
Term (yrs) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs | yr	5
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	16
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.55

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Public and Private Placement Warrants			$ 38,400,000
Transfer of Public Warrants to Level 1			(24,533,330)
Change in fair value of derivative warrant liabilities		$ (6,066,670)	200,000		$ 0
Change in fair value of derivative warrant liabilities and working capital loan	$ (1,866,670)
Issuance of working capital loan—related party		0		$ 470,000	100,000
Level 3 - Derivative warrant liabilities	$ 6,133,330	$ 8,000,000	$ 14,066,670	$ 570,000	$ 100,000