Satellogic 10-Q/A 7 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Dec. 07, 2021
Document Information Line Items
Entity Registrant Name	CF ACQUISITION CORP. V
Trading Symbol	CFV
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	CF Acquisition Corp. V (the
 “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”)
 to amend and restate certain items in its Quarterly Report on Form 10-Q as of September 30, 2021 and for the quarterly period ended September
 30, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2021.Background of RestatementOn December 6, 2021, the
 Board of Directors (the “Board”) of the Company, in consultation with management of the Company and upon the recommendation
 of the Audit Committee of the Board, concluded that it is appropriate to restate the Company’s previously issued audited balance
 sheet as of February 2, 2021, as previously restated in the Company’s Quarterly Report on Form 10-Q filed with the SEC
 on May 17, 2021 (the “Q1 Form 10-Q”), the Company’s unaudited quarterly financial statements as of and for
 the three months ended March 31, 2021 included in the Q1 Form 10-Q, and the Company’s unaudited quarterly financial statements
 as of and for the six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with
 the SEC on August 13, 2021 (the “Q2 Form 10-Q” and, together with the Q1 Form 10-Q, the “Non-Reliance Financial
 Statements”). Considering the restatement of such financial statements, the Company concluded that the
 Non-Reliance Financial Statements should no longer be relied upon. This Amendment includes restatements of the Non-Reliance Financial
 Statements.In connection with the change
 in presentation for shares of Class A common stock subject to possible redemption in the Company’s financial statements for the
 quarter ended September 30, 2021, the Company re-evaluated its accounting of the Public Shares (as defined below). As a result, the Company
 determined that at the closing of the Initial Public Offering (as defined below), it had improperly valued the Public Shares. The Company
 has previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $10.00 per share, while
 also taking into consideration that pursuant to the Company’s amended and restated certificate of incorporation, a redemption cannot
 result in net tangible assets being less than $5,000,001. Pursuant to the updated analysis, management determined that all Public Shares
 can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore,
 management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the shares
 of Class A common stock subject to possible redemption being equal to their redemption value, and reclassified the remaining Public Shares
 from permanent equity to temporary equity on the Company’s condensed balance sheet.In connection with the change
 in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation
 to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class
 A common stock and shares of Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in
 which case all classes of common stock share pro-rata in the net income (loss) of the Company.Effects of RestatementAs a result of the factors
 described above, the Company has included in this Amendment a restatement of its financial statements for the periods affected by the Non-Reliance Financial
 Statements. See Note 1 to the Notes to Financial Statements included in Part I, Item 1 of this Amendment for additional information on
 the restatement and the related financial statement effects. These changes do not impact the Company’s cash position or
 cash held in the Trust Account established in connection with the Initial Public Offering.Internal Control ConsiderationsThe Company’s management has concluded that
 in light of the classification error described above, a material weakness exists in the Company’s internal control over financial
 reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration
 of the material weakness identified, see Part I, Item 4, Controls and Procedures of this Amendment.
Entity Central Index Key	0001828049
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39953
Entity Tax Identification Number	85-1030340
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	938-5000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,600,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,250,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 25,000	$ 25,000
Prepaid expenses	485,388
Total current assets	510,388	25,000
Deferred offering costs associated with proposed initial public offering		131,695
Other assets	150,212
Cash equivalents held in Trust Account	250,014,385
Total Assets	250,674,985	156,695
Current Liabilities:
Accrued expenses	2,189,604	94,560
Payables to related party		37,640
Sponsor loan - promissory notes	1,197,223
Franchise tax payable	145,455
Total Current Liabilities	3,532,282	132,200
Warrant liability	8,277,333
Forward purchase securities liability	2,055,630
Total Liabilities	13,865,245	132,200
Commitments and Contingencies
Class A common stock subject to possible redemption, 25,000,000 and 0 shares at redemption value of $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	250,000,000
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of both September 30, 2021 and December 31, 2020
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 600,000 issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of September 30, 2021 and no shares issued and outstanding as of December 31, 2020	60
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 and 7,187,500 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	625	719
Additional paid-in capital		24,281
Accumulated deficit	(13,190,945)	(505)
Total Stockholders’ Equity (Deficit)	(13,190,260)	24,495
Total Liabilities and Stockholders’ Equity (Deficit)	$ 250,674,985	$ 156,695

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common shares subject to possible redemption	25,000,000	0
Common stock subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	240,000,000	240,000,000
Common stock, shares issued	600,000
Common stock, shares outstanding	600,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	6,250,000	7,187,500
Common stock, shares outstanding	6,250,000	7,187,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended			8 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020		Sep. 30, 2020		Sep. 30, 2021
General and administrative costs	$ 2,403,263					$ 3,127,094
Administrative expenses - related party	30,000					79,643
Franchise tax expense	54,545					147,633
Loss from operations	(2,487,808)					(3,354,370)
Interest income on investments held in Trust Account	6,302					14,385
Changes in fair value of warrant liability	1,109,333					2,071,893
Changes in fair value of forward purchase securities liability	162,462					(2,055,630)
Net loss	$ (1,209,711)					$ (3,323,722)
Class A - Public shares
Weighted average number of shares of common stock outstanding:
Weighted average number of common shares outstanding (in Shares)	25,000,000					22,069,597
Basic and diluted net loss per share:
Basic and diluted net income per share (in Dollars per share)	$ (0.04)					$ (0.12)
Class A - Private placement
Weighted average number of shares of common stock outstanding:
Weighted average number of common shares outstanding (in Shares)	600,000					529,670
Basic and diluted net loss per share:
Basic and diluted net income per share (in Dollars per share)	$ (0.04)					$ (0.12)
Class B - Common stock
Weighted average number of shares of common stock outstanding:
Weighted average number of common shares outstanding (in Shares)	6,250,000	6,250,000	[1]	6,250,000	[1]	6,250,000
Basic and diluted net loss per share:
Basic and diluted net income per share (in Dollars per share)	$ (0.04)					$ (0.12)
[1]	Excludes an aggregate of up to 937,500 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter. This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split and the cancellation of 7,187,500 founder shares (see Note 6).

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock		Additional paid-in capital	Accumulated deficit	Total
Balance at Jan. 22, 2020
Balance (in Shares) at Jan. 22, 2020			[1]
Issuance of Class B common stock to Sponsor		$ 719		24,281		25,000
Issuance of Class B common stock to Sponsor (in Shares)		7,187,500	[1]
Net income (loss)
Balance at Mar. 31, 2020		$ 719		24,281		25,000
Balance (in Shares) at Mar. 31, 2020		7,187,500	[1]
Net income (loss)
Balance at Jun. 30, 2020		$ 719		24,281		25,000
Balance (in Shares) at Jun. 30, 2020		7,187,500	[1]
Net income (loss)
Balance at Sep. 30, 2020		$ 719		24,281		25,000
Balance (in Shares) at Sep. 30, 2020		7,187,500	[1]
Balance at Dec. 31, 2020		$ 719		24,281	(505)	24,495
Balance (in Shares) at Dec. 31, 2020		7,187,500	[1]
Sale of Private Placement Class A common stock	$ 60			5,757,380		5,757,440
Sale of Private Placement Class A common stock (in Shares)	600,000
Forfeiture of common stock to sponsor at $0.0001 par value		$ (94)		94
Forfeiture of common stock to sponsor at $0.0001 par value (in Shares)		(937,500)
Accretion for redeemable shares of Class A common stock to redemption value				(5,781,755)	(9,866,718)	(15,648,473)
Net income (loss)					2,187,800	2,187,800
Balance at Mar. 31, 2021	$ 60	$ 625			(7,679,423)	(7,678,738)
Balance (in Shares) at Mar. 31, 2021	600,000	6,250,000
Net income (loss)					(4,301,811)	(4,301,811)
Balance at Jun. 30, 2021	$ 60	$ 625			(11,981,234)	(11,980,549)
Balance (in Shares) at Jun. 30, 2021	600,000	6,250,000
Net income (loss)					(1,209,711)	(1,209,711)
Balance at Sep. 30, 2021	$ 60	$ 625			$ (13,190,945)	$ (13,190,260)
Balance (in Shares) at Sep. 30, 2021	600,000	6,250,000
[1]	This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split and the cancellation of 7,187,500 shares of Class B common stock. On February 2, 2021, 937,500 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals)	Mar. 31, 2021$ / shares
Statement of Stockholders' Equity [Abstract]
Common stock, par value	$ 0.0001

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash flows from operating activities
Net loss		$ (3,323,722)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
General and administrative expenses paid by related party		806,724
Interest income on investments held in Trust Account		(14,385)
Changes in fair value of warrant liability		(2,071,893)
Changes in fair value of forward purchase securities liability		2,055,630
Changes in operating assets and liabilities:
Other assets		361,537
Accrued expenses		2,095,044
Payables to related party		(37,640)
Franchise tax payable		145,455
Deferred offering costs associated with proposed initial public offering		131,695
Net cash provided by operating activities		148,445
Cash flows from investing activities
Cash deposited to Trust Account		(250,000,000)
Net cash used in investing activities		(250,000,000)
Cash flows from financing activities
Proceeds from issuance of Class B common stock	25,000
Proceeds from related party – Sponsor loan		1,197,223
Proceeds received from initial public offering		250,000,000
Proceeds received from private placement		6,000,000
Offering costs paid		(5,393,362)
Payment of related party payable		(1,952,306)
Net cash provided by financing activities	25,000	249,851,555
Net change in cash	25,000
Cash - beginning of the period		25,000
Cash - end of the period	25,000	25,000
Supplemental disclosure of non-cash financing activities:
Offering costs paid with note payable to Sponsor		91,750
Changes in fair value of warrant liability		2,071,893
Changes in fair value of forward purchase securities liability		(2,055,630)
Prepaid expenses paid with payables to related party		$ 997,137

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. V (the “Company”) was incorporated in Delaware on January 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and all activity since the Initial Public Offering, relates to the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on investments in money market funds that invest in U.S. Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of warrant liability and FPS (as defined below) liability as other income (expense). The Company’s sponsor is CFAC Holdings V, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on January 28, 2021. On February 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, as described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 600,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $6,000,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $5,500,000, consisting of $5,100,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of Private Placement Units on February 2, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (“Trust Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Initial Business Combination — 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 in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, 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 Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, 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 Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. On July 5, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among (i) Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of Satellogic (“PubCo”), (ii) Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iii) Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (iv) Nettar Group Inc. (d/b/a Satellogic), a business company with limited liability incorporated under the laws of the British Virgin Islands (“Satellogic”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (a) Merger Sub 1 will merge with and into Satellogic (the “Initial Merger”) whereby the separate existence of Merger Sub 1 will cease and Satellogic will be the surviving corporation of the Initial Merger and become a wholly owned subsidiary of PubCo, and (b) following confirmation of the effective filing of the Initial Merger, Merger Sub 2 will merge with and into the Company (the “SPAC Merger” and together with the Initial Merger, the “Mergers”), the separate existence of Merger Sub 2 will cease and the Company will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo. The board of directors of each of Satellogic and the Company have unanimously approved the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the “ Transactions Certain existing agreements of the Company, included but not limited to the FPA, have been or will be amended or amended and restated in connection with the Transactions. For more information related to the Transactions, reference should be made to the Form 8-K that was filed by the Company with the SEC on July 6, 2021, PubCo’s Registration Statement on Form F-4 initially filed with the SEC on August 12, 2021 and as amended on September 24, 2021, October 19, 2021, November 5, 2021 and November 10, 2021, which was declared effective by the SEC on November 12, 2021 (the “Form F-4”) and the Company’s definitive proxy statement filed with the SEC on November 12, 2021 (the “Proxy Statement”). Forward Purchase Contract Failure to Consummate a Business Combination — The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, 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. 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 less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of both September 30, 2021 and December 31, 2020, the Company had $25,000 of cash in its operating account. As of September 30, 2021 and December 31, 2020, the Company had a working capital deficit of $3,021,894 and $107,200, respectively. During the three months and nine months ended September 30, 2021, $6,302 and $14,385 of the interest income earned on funds held in the Trust Account, respectively, was available to pay taxes. The Company’s liquidity needs through September 30, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of $148,445 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of September 30, 2021 and December 31, 2020, there was $1,197,223 and $0 outstanding, respectively, under the Sponsor Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, 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 The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 8, 2021 and January 29, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Restatement of Previously Issued Financial Statements In connection with the change in presentation for shares of Class A common stock subject to possible redemption in the Company’s financial statements for the quarter ended September 30, 2021, the Company re-evaluated its accounting of the Public Shares. As a result, the Company determined that at the closing of the Initial Public Offering, it had improperly valued the Public Shares. The Company has previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $10.00 per share, while also taking into consideration that pursuant to the Company’s amended and restated certificate of incorporation, a redemption cannot result in net tangible assets being less than $5,000,001. Pursuant to the updated analysis, management determined that all Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value, and reclassified the remaining Public Shares from permanent equity to temporary equity on the Company’s condensed balance sheet. The Company assessed the materiality of these corrections on its prior periods’ financial statements in accordance with SEC Staff Accounting Bulletins Topic 1.M, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Accounting Changes and Error Corrections that the were material to the previously filed financial statements that contained the error as initially reported in the . Therefore, the Company concluded that the Affected Periods should be restated to present recognized accretion from the initial book value to redemption value at the time of the Initial Public Offering, with a resulting . As such, the Company is reporting these restatements to the Affected Periods in this Amendment. In connection with the change in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class A common stock and shares of Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all classes of common stock share pro-rata in the net income (loss) of the Company. There has been no change in the Company’s total assets, liabilities, or operating results for all periods presented. The impact of the restatement on the financial statements for the Affected Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of February 2, 2021: As of February 2, 2021 As Previously Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 232,465,460 $ 17,534,540 $ 250,000,000 Class A common stock $ 235 $ (175 ) $ 60 Additional paid-in-capital $ 7,667,647 $ (7,667,647 ) $ — Accumulated deficit $ (2,668,497 ) $ (9,866,718 ) $ (12,535,215 ) Total Stockholders’ Equity/(Deficit) $ 5,000,010 $ (17,534,540 ) $ (12,534,530 ) The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 237,321,260 $ 12,678,740 $ 250,000,000 Class A common stock $ 187 $ (127 ) $ 60 Additional paid-in-capital $ 2,811,895 $ (2,811,895 ) $ — Retained earnings / (Accumulated deficit) $ 2,187,295 $ (9,866,718 ) $ (7,679,423 ) Total Stockholders’ Equity/(Deficit) $ 5,000,002 $ (12,678,740 ) $ (7,678,738 ) The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended As Previously Adjustment As Restated Statement of Cash Flows Supplemental disclosure of noncash financing activities Change in Class A common stock subject to possible redemption $ 237,321,260 $ (237,321,260 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 233,019,450 $ 16,980,550 $ 250,000,000 Class A common stock $ 230 $ (170 ) $ 60 Additional paid-in-capital $ 7,113,662 $ (7,113,662 ) $ — Accumulated deficit $ (2,114,516 ) $ (9,866,718 ) $ (11,981,234 ) Total Stockholders’ Equity/(Deficit) $ 5,000,001 $ (16,980,550 ) $ (11,980,549 ) The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months Ended As Previously Adjustment As Restated Statement of Cash Flows Supplemental disclosure of noncash financing activities Change in Class A common stock subject to possible redemption $ 233,019,450 $ (233,019,450 ) $ — The impact to the reported amounts of weighted average number of shares of common stock outstanding and basic and diluted earnings per common share is presented below for the Affected Periods : Three Months Ended Statement of Operations As Previously Adjustment As Restated Class A – Public shares 25,000,000 (8,888,889 ) 16,111,111 Class A – Private placement 600,000 (213,333 ) 386,667 Class B – Common stock 6,593,750 (343,750 ) 6,250,000 Basic and diluted net income (loss) per share, Class A – Public shares $ 0.00 $ 0.10 $ 0.10 Basic and diluted net income (loss) per share, Class A – Private placement $ 0.30 $ (0.20 ) $ 0.10 Basic and diluted net income (loss) per share, Class B – Common stock $ 0.30 $ (0.20 ) $ 0.10 Three Months Ended Statement of Operations As Previously Adjustment As Restated Class A – Public shares 25,000,000 — 25,000,000 Class A – Private placement 600,000 — 600,000 Class B – Common stock 6,250,000 — 6,250,000 Basic and diluted net income (loss) per share, Class A – Public shares $ 0.00 $ (0.14 ) $ (0.14 ) Basic and diluted net income (loss) per share, Class A – Private placement $ (0.63 ) $ 0.49 $ (0.14 ) Basic and diluted net income (loss) per share, Class B – Common stock $ (0.63 ) $ 0.49 $ (0.14 ) Six Months Ended Statement of Operations As Previously Adjustment As Restated Class A – Public shares 25,000,000 (4,419,890 ) 20,580,110 Class A – Private placement 600,000 (106,077 ) 493,923 Class B – Common stock 6,250,000 — 6,250,000 Basic and diluted net income (loss) per share, Class A – Public shares $ 0.00 $ (0.08 ) $ (0.08 ) Basic and diluted net income (loss) per share, Class A – Private placement $ (0.31 ) $ 0.23 $ (0.08 ) Basic and diluted net income (loss) per share, Class B – Common stock $ (0.31 ) $ 0.23 $ (0.08 )

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of September 30, 2021 and December 31, 2020. The Company’s investments held in the Trust Account as of September 30, 2021 was comprised of cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and nine months ended September 30, 2021 and for the three months ended September 30, 2020 and for the period from January 23, 2020 (inception) through September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the Warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. As discussed in Note 1, all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021 and December 31, 2020, 25,000,000 and 0 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Income Taxes Income taxes are accounted for under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 8,533,333 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the For the For the For the Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (949,538 ) $ (260,173 ) $ - $ - $ (2,542,637 ) $ (781,085 ) $ - $ - Denominator: Basic and diluted weighted average number of shares of common stock outstanding 25,000,000 6,850,000 - 6,250,000 22,069,597 6,779,670 - 6,250,000 Basic and diluted net loss per share of common stock $ (0.04 ) $ (0.04 ) $ - $ - $ (0.12 ) $ (0.12 ) $ - $ - Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, 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
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock due to the underwriter not exercising the overallotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units).

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 January 23, 2020, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On October 1, 2020, the Company effected a 1.25-for-1 stock split. In December 2020 and January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 7,187,500 Founder Shares, which the Company cancelled. All share and per share amounts have been retroactively restated. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock, due to the underwriter not exercising the overallotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 600,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($6,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter The lead underwriter is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged Cantor Fitzgerald & Co. (“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount of $8,750,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to closing the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $148,445. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination. As of September 30, 2021 and December 31, 2020, the Company had borrowed $1,197,223 and $0, respectively, under the Sponsor Loan. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, 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 Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying balance sheet. As of September 30, 2021 and December 31, 2020, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $0 and $37,640, respectively.

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 Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On February 2, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. advised the Company that it would not exercise the over-allotment option. CF&Co. was paid a cash underwriting discount of $5,000,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock are not entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon 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 Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). On October 1, 2020, the Company effected a 1.25-for-1 stock split. In December 2020 and January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 7,187,500 Founder Shares, which were cancelled. Information contained in the unaudited condensed financial statements has been retroactively adjusted for this split and cancellation. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock, resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. Preferred Stock

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrant [Abstract]
Warrants	Note 7—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the 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 common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

Fair Value Measurements on a Re

Fair Value Measurements on a Recurring Basis	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements on a Recurring Basis	Note 8—Fair Value Measurements on a Recurring Basis 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques 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 three levels of the fair value hierarchy are: ● Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements – 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 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. 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 inputs that the Company utilized to determine such fair value. Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account - U.S. Treasury Securities $ 250,014,385 $ - $ - $ 250,014,385 Liabilities: Warrant liability $ - $ 8,277,333 $ - $ 8,277,333 FPS liability - - 2,055,630 2,055,630 Total Liabilities $ - $ 8,277,333 $ 2,055,630 $ 10,332,963 Level 1 assets as of September 30, 2021 include investments in a money market fund that holds U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on February 2, 2021, the date of the closing of the Initial Public Offering, and subsequent fair value as of March 31, 2021. The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Company utilized the OPM to value the Warrants as of February 2, 2021, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability as of February 2, 2021 was determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the Warrants as of February 2, 2021: February 2, Risk-free interest rate 0.61 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % Subsequent Measurement During the nine months ended September 30, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the nine months ended September 30, 2021. As of September 30, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were $0.2 million and $8.1 million, respectively. The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of February 2, 2021 $ 242,560 $ 10,106,666 $ 10,349,226 Change in valuation inputs or other assumptions (1) (104,560 ) (4,356,666 ) (4,461,226 ) Fair value as of March 31, 2021 138,000 5,750,000 5,888,000 Change in valuation inputs or other assumptions (1) 82,000 3,416,666 3,498,666 Fair value as of June 30, 2021 220,000 9,166,666 9,386,666 Change in valuation inputs or other assumptions (1) (26,000 ) (1,083,333 ) (1,109,333 ) Fair value as of September 30, 2021 (2) $ 194,000 $ 8,083,333 $ 8,277,333 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations. (2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $5.9 million during the nine months ended September 30, 2021. The company did not have any transfers out of Level 3 during the three months ended September 30, 2021. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of September 30, 2021, the probability assigned to the consummation of the Business Combination was 82% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the FPS liability: FPS Liability Fair value as of February 2, 2021 $ 2,667,992 Change in valuation inputs or other assumptions (1) (615,957 ) Fair value as of March 31, 2021 2,052,035 Change in valuation inputs or other assumptions (1) 166,057 Fair value as of June 30, 2021 2,218,092 Change in valuation inputs or other assumptions (1) (162,462 ) Fair value as of September 30, 2021 $ 2,055,630 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the financial statements date through the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements other than as described below. On November 12, 2021, the Company filed a Proxy Statement in connection with the special meeting of stockholders to be held in connection with the previously announced business combination with Satellogic (the “Special Meeting”) (see Note 1) to approve the Merger Agreement and the other proposals set forth in the Proxy Statement. In addition, on November 12, 2021, the Company and Satellogic issued a joint press release announcing that the SEC declared effective the Form F-4, that the Company has filed the Proxy Statement and has established November 1, 2021 as the record date for the Special Meeting and that the Special Meeting will be held on December 8, 2021.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of September 30, 2021 and December 31, 2020. The Company’s investments held in the Trust Account as of September 30, 2021 was comprised of cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and nine months ended September 30, 2021 and for the three months ended September 30, 2020 and for the period from January 23, 2020 (inception) through September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.
Warrant and FPS Liability	Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the Warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. As discussed in Note 1, all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021 and December 31, 2020, 25,000,000 and 0 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.
Income Taxes	Income Taxes Income taxes are accounted for under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 8,533,333 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the For the For the For the Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (949,538 ) $ (260,173 ) $ - $ - $ (2,542,637 ) $ (781,085 ) $ - $ - Denominator: Basic and diluted weighted average number of shares of common stock outstanding 25,000,000 6,850,000 - 6,250,000 22,069,597 6,779,670 - 6,250,000 Basic and diluted net loss per share of common stock $ (0.04 ) $ (0.04 ) $ - $ - $ (0.12 ) $ (0.12 ) $ - $ -
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of restatement of balance sheet	As of February 2, 2021 As Previously Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 232,465,460 $ 17,534,540 $ 250,000,000 Class A common stock $ 235 $ (175 ) $ 60 Additional paid-in-capital $ 7,667,647 $ (7,667,647 ) $ — Accumulated deficit $ (2,668,497 ) $ (9,866,718 ) $ (12,535,215 ) Total Stockholders’ Equity/(Deficit) $ 5,000,010 $ (17,534,540 ) $ (12,534,530 ) As of March 31, 2021 As Previously Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 237,321,260 $ 12,678,740 $ 250,000,000 Class A common stock $ 187 $ (127 ) $ 60 Additional paid-in-capital $ 2,811,895 $ (2,811,895 ) $ — Retained earnings / (Accumulated deficit) $ 2,187,295 $ (9,866,718 ) $ (7,679,423 ) Total Stockholders’ Equity/(Deficit) $ 5,000,002 $ (12,678,740 ) $ (7,678,738 ) As of June 30, 2021 As Previously Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 233,019,450 $ 16,980,550 $ 250,000,000 Class A common stock $ 230 $ (170 ) $ 60 Additional paid-in-capital $ 7,113,662 $ (7,113,662 ) $ — Accumulated deficit $ (2,114,516 ) $ (9,866,718 ) $ (11,981,234 ) Total Stockholders’ Equity/(Deficit) $ 5,000,001 $ (16,980,550 ) $ (11,980,549 )
Schedule of restatement of cash flow	Three Months Ended As Previously Adjustment As Restated Statement of Cash Flows Supplemental disclosure of noncash financing activities Change in Class A common stock subject to possible redemption $ 237,321,260 $ (237,321,260 ) $ — Six Months Ended As Previously Adjustment As Restated Statement of Cash Flows Supplemental disclosure of noncash financing activities Change in Class A common stock subject to possible redemption $ 233,019,450 $ (233,019,450 ) $ —
Schedule of restatement of operations	Three Months Ended Statement of Operations As Previously Adjustment As Restated Class A – Public shares 25,000,000 (8,888,889 ) 16,111,111 Class A – Private placement 600,000 (213,333 ) 386,667 Class B – Common stock 6,593,750 (343,750 ) 6,250,000 Basic and diluted net income (loss) per share, Class A – Public shares $ 0.00 $ 0.10 $ 0.10 Basic and diluted net income (loss) per share, Class A – Private placement $ 0.30 $ (0.20 ) $ 0.10 Basic and diluted net income (loss) per share, Class B – Common stock $ 0.30 $ (0.20 ) $ 0.10 Three Months Ended Statement of Operations As Previously Adjustment As Restated Class A – Public shares 25,000,000 — 25,000,000 Class A – Private placement 600,000 — 600,000 Class B – Common stock 6,250,000 — 6,250,000 Basic and diluted net income (loss) per share, Class A – Public shares $ 0.00 $ (0.14 ) $ (0.14 ) Basic and diluted net income (loss) per share, Class A – Private placement $ (0.63 ) $ 0.49 $ (0.14 ) Basic and diluted net income (loss) per share, Class B – Common stock $ (0.63 ) $ 0.49 $ (0.14 ) Six Months Ended Statement of Operations As Previously Adjustment As Restated Class A – Public shares 25,000,000 (4,419,890 ) 20,580,110 Class A – Private placement 600,000 (106,077 ) 493,923 Class B – Common stock 6,250,000 — 6,250,000 Basic and diluted net income (loss) per share, Class A – Public shares $ 0.00 $ (0.08 ) $ (0.08 ) Basic and diluted net income (loss) per share, Class A – Private placement $ (0.31 ) $ 0.23 $ (0.08 ) Basic and diluted net income (loss) per share, Class B – Common stock $ (0.31 ) $ 0.23 $ (0.08 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	For the For the For the For the Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Class A – Public Class A – Private placement shares and Class B – Common stock Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (949,538 ) $ (260,173 ) $ - $ - $ (2,542,637 ) $ (781,085 ) $ - $ - Denominator: Basic and diluted weighted average number of shares of common stock outstanding 25,000,000 6,850,000 - 6,250,000 22,069,597 6,779,670 - 6,250,000 Basic and diluted net loss per share of common stock $ (0.04 ) $ (0.04 ) $ - $ - $ (0.12 ) $ (0.12 ) $ - $ -

Fair Value Measurements on a _2

Fair Value Measurements on a Recurring Basis (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities measured at fair value on recurring basis	Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account - U.S. Treasury Securities $ 250,014,385 $ - $ - $ 250,014,385 Liabilities: Warrant liability $ - $ 8,277,333 $ - $ 8,277,333 FPS liability - - 2,055,630 2,055,630 Total Liabilities $ - $ 8,277,333 $ 2,055,630 $ 10,332,963
Schedule of quantitative information in the fair value measurement of Warrants	February 2, Risk-free interest rate 0.61 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 %
Schedule of changes in the fair value of warrant liability	Private Placement Public Warrant Liability Fair value as of February 2, 2021 $ 242,560 $ 10,106,666 $ 10,349,226 Change in valuation inputs or other assumptions (1) (104,560 ) (4,356,666 ) (4,461,226 ) Fair value as of March 31, 2021 138,000 5,750,000 5,888,000 Change in valuation inputs or other assumptions (1) 82,000 3,416,666 3,498,666 Fair value as of June 30, 2021 220,000 9,166,666 9,386,666 Change in valuation inputs or other assumptions (1) (26,000 ) (1,083,333 ) (1,109,333 ) Fair value as of September 30, 2021 (2) $ 194,000 $ 8,083,333 $ 8,277,333
Schedule of summary of the changes in the fair value of the FPS liability	FPS Liability Fair value as of February 2, 2021 $ 2,667,992 Change in valuation inputs or other assumptions (1) (615,957 ) Fair value as of March 31, 2021 2,052,035 Change in valuation inputs or other assumptions (1) 166,057 Fair value as of June 30, 2021 2,218,092 Change in valuation inputs or other assumptions (1) (162,462 ) Fair value as of September 30, 2021 $ 2,055,630

Description of Organization, _3

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Feb. 02, 2021	Sep. 30, 2021	Sep. 30, 2021	Feb. 02, 2021	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock price (in Dollars per share)	$ 10			$ 10
Expire term				5 years
Offering cost			$ 5,500,000
Underwriting fees			5,100,000
Other cost			$ 400,000
Net Proceeds	$ 250,000,000
Aggregate fair market value			80.00%
Percentage of voting interests acquired			50.00%
Share price (in Dollars per share)		$ 10	$ 10
Percentage of restricted redeeming shares		15.00%	15.00%
Business Combination to redeemed, percentage			100.00%
Income taxes paid			$ 100,000
Issued per share (in Dollars per share)			$ 10
Cash		$ 25,000	$ 25,000		$ 25,000
Working capital deficit		3,021,894	3,021,894		107,200
Interest income		6,302	14,385
Contribution value			25,000
Pre-IPO note amount			148,445
Maximum sponsor loan		1,750,000	1,750,000
Outstanding under sponsor loan		$ 1,197,223	$ 1,197,223		$ 0
Subject to possible redemption (in Dollars per share)			$ 10
Minimum net tangible assets required			$ 5,000,001
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Net tangible assets			$ 5,000,001
IPO [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued in transaction (in Shares)			25,000,000
Expire term	5 years
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued in transaction (in Shares)			600,000
Sale of stock price (in Dollars per share)		$ 10	$ 10
Gross proceeds			$ 6,000,000
Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Additional common stock, shares (in Shares)			250,000
Class A Common Stock [Member] | IPO [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Number of units issued in transaction (in Shares)	25,000,000
Sale of stock price (in Dollars per share)	$ 10			$ 10
Gross proceeds	$ 250,000,000
Description of transaction	Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50.
Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock price (in Dollars per share)		$ 10	$ 10
Gross proceeds			$ 10,000,000
Issuance of shares (in Shares)			1,000,000

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation (Details) - Schedule of restatement of balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Feb. 02, 2021
As Previously Reported [Member]
Balance Sheet
Class A common stock subject to possible redemption	$ 233,019,450	$ 237,321,260	$ 232,465,460
Class A common stock	230	187	235
Additional paid-in-capital	7,113,662	2,811,895	7,667,647
Accumulated deficit	(2,114,516)	2,187,295	(2,668,497)
Total Stockholders’ Equity/(Deficit)	5,000,001	5,000,002	5,000,010
Adjustment [Member]
Balance Sheet
Class A common stock subject to possible redemption	16,980,550	12,678,740	17,534,540
Class A common stock	(170)	(127)	(175)
Additional paid-in-capital	(7,113,662)	(2,811,895)	(7,667,647)
Accumulated deficit	(9,866,718)	(9,866,718)	(9,866,718)
Total Stockholders’ Equity/(Deficit)	(16,980,550)	(12,678,740)	(17,534,540)
As Restated [Member]
Balance Sheet
Class A common stock subject to possible redemption	250,000,000	250,000,000	250,000,000
Class A common stock	60	60	60
Additional paid-in-capital
Accumulated deficit	(11,981,234)	(7,679,423)	(12,535,215)
Total Stockholders’ Equity/(Deficit)	$ (11,980,549)	$ (7,678,738)	$ (12,534,530)

Description of Organization, _5

Description of Organization, Business Operations and Basis of Presentation (Details) - Schedule of restatement of cash flow - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	$ 237,321,260	$ 233,019,450
Adjustment [Member]
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	(237,321,260)	(233,019,450)
As Restated [Member]
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption

Description of Organization, _6

Description of Organization, Business Operations and Basis of Presentation (Details) - Schedule of restatement of operations - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member] | Class A Public Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding	25,000,000	25,000,000	25,000,000
Basic and diluted net income (loss) per share	$ 0	$ 0	$ 0
As Previously Reported [Member] | Class A Private Placement [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding	600,000	600,000	600,000
Basic and diluted net income (loss) per share	$ (0.63)	$ 0.3	$ (0.31)
As Previously Reported [Member] | Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding	6,250,000	6,593,750	6,250,000
Basic and diluted net income (loss) per share	$ (0.63)	$ 0.3	$ (0.31)
Adjustment [Member] | Class A Public Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding		(8,888,889)	(4,419,890)
Basic and diluted net income (loss) per share	$ (0.14)	$ 0.1	$ (0.08)
Adjustment [Member] | Class A Private Placement [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding		(213,333)	(106,077)
Basic and diluted net income (loss) per share	$ 0.49	$ (0.2)	$ 0.23
Adjustment [Member] | Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding		(343,750)
Basic and diluted net income (loss) per share	$ 0.49	$ (0.2)	$ 0.23
As Restated [Member] | Class A Public Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding	25,000,000	16,111,111	20,580,110
Basic and diluted net income (loss) per share	$ (0.14)	$ 0.1	$ (0.08)
As Restated [Member] | Class A Private Placement [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding	600,000	386,667	493,923
Basic and diluted net income (loss) per share	$ (0.14)	$ 0.1	$ (0.08)
As Restated [Member] | Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average number of common shares outstanding	6,250,000	6,250,000	6,250,000
Basic and diluted net income (loss) per share	$ (0.14)	$ 0.1	$ (0.08)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Stock subject to possible redemption	$ 25,000,000	$ 0
Class A Common Stock [Member] | Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of common stock, shares (in Shares)	8,533,333

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Class A – Public Shares [Member]
Numerator:
Allocation of net loss	$ (949,538)			$ (2,542,637)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	25,000,000			22,069,597
Basic and diluted net loss per share of common stock	$ (0.04)			$ (0.12)
Class A – Private placement shares and Class B – Common stock [Member]
Numerator:
Allocation of net loss	$ (260,173)			$ (781,085)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	6,850,000	6,250,000	6,250,000	6,779,670
Basic and diluted net loss per share of common stock	$ (0.04)			$ (0.12)

Initial Public Offering (Detail

Initial Public Offering (Details) - IPO [Member] - $ / shares	Feb. 02, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Sale of units		25,000,000
Sale of per share (in Dollars per share)		$ 10
Warrants, description		Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Percentage of issued and outstanding	20.00%
Class B Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Sponsor forfeited shares	937,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 02, 2021	Oct. 01, 2020	Jan. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Jan. 23, 2020
Related Party Transactions (Details) [Line Items]
Stock split, description		1.25-for-1 stock split.
Sponsor purchased an aggregate (in Shares)					600,000
Warrants price per share (in Dollars per share)					$ 10
Business combination					$ 8,750,000
Working capital requirements					10,000
Borrowed cash					1,197,223	$ 0
Accounts payable outstanding				$ 37,640	0	$ 37,640
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Expenses of initial public offering					300,000
Pre-IPO note outstanding					148,445
Sponsor loan amount					$ 1,750,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased an aggregate (in Shares)					6,000,000
Warrants exercise price (in Dollars per share)					$ 11.5
Expire term					5 years
Initial Pubic Offering [Member]
Related Party Transactions (Details) [Line Items]
Business combination gross proceeds, percentage					3.50%
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares, Issued (in Shares)							11,500,000
Common stock, par value (in Dollars per share)							$ 0.0001
Aggregate price of stock							$ 25,000
Shares cancelled (in Shares)			7,187,500	7,187,500
Initial stockholders, description					The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001
Forfeited shares (in Shares)	937,500
Initial shareholders holding, percentage	20.00%
Shares outstanding	$ 6,250,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount	$ 5,000,000
Underwriter fees	$ 100,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units (in Shares) | shares	3,750,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Feb. 02, 2021	Oct. 01, 2020	Jan. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Stockholders' Equity (Details) [Line Items]
Public warrants, description					The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon 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 Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).
Founder shares cancelled			7,187,500	7,187,500
Aggregate founder shares	6,250,000
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preferred stock issued or outstanding				0	0
Sponsor [Member]
Stockholders' Equity (Details) [Line Items]
Stock split.		1.25-for-1 stock split.
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				240,000,000	240,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares outstanding				0	600,000
Common stock, shares issued				0	600,000
Common shares subject to possible redemption					25,000,000
Shares issued					600,000
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				30,000,000	30,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				7,187,500	6,250,000
Sponsor forfeited shares					937,500
Percentage of issued out outstanding					20.00%
Shares forfeited	937,500

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021$ / shares
Warrant [Abstract]
Expire of public warrants, term	5 years
Public warrants description	●in whole and not in part;   ● at a price of $0.01 per warrant;     ● at any time during the exercise period;     ● upon a minimum of 30 days’ prior written notice of redemption;     ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and   ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
Exercise price per warrant	$ 0.01
Common stock equals or exceeds	$ 18

Fair Value Measurements on a _3

Fair Value Measurements on a Recurring Basis (Details) $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Initial measurement, description	The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption.
Aggregate value of private placement warrants	$ 0.2
Aggregate value of private public warrants	8.1
Initial measurement	5.9
Aggregate net assets	10
Commitments, Fair Value Disclosure	$ 10
Business combination	82.00%

Fair Value Measurements on a _4

Fair Value Measurements on a Recurring Basis (Details) - Schedule of assets and liabilities measured at fair value on recurring basis	Sep. 30, 2021USD ($)
Assets:
Assets held in Trust Account - U.S. Treasury Securities	$ 250,014,385
Liabilities:
Warrant liability	8,277,333
FPS liability	2,055,630
Total Liabilities	10,332,963
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Assets held in Trust Account - U.S. Treasury Securities	250,014,385
Liabilities:
Warrant liability
FPS liability
Total Liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets held in Trust Account - U.S. Treasury Securities
Liabilities:
Warrant liability	8,277,333
FPS liability
Total Liabilities	8,277,333
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets held in Trust Account - U.S. Treasury Securities
Liabilities:
Warrant liability
FPS liability	2,055,630
Total Liabilities	$ 2,055,630

Fair Value Measurements on a _5

Fair Value Measurements on a Recurring Basis (Details) - Schedule of quantitative information in the fair value measurement of Warrants	12 Months Ended
	Feb. 02, 2021$ / shares
Schedule of quantitative information in the fair value measurement of Warrants [Abstract]
Risk-free interest rate	0.61%
Expected term (years)	5 years
Expected volatility	17.50%
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 10
Dividend yield	0.00%

Fair Value Measurements on a _6

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability - USD ($)		2 Months Ended	3 Months Ended
		Mar. 31, 2021	Sep. 30, 2021		Jun. 30, 2021	Feb. 03, 2021
Private Placement [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value		$ 138,000	$ 194,000	[1]	$ 220,000	$ 242,560
Change in valuation inputs or other assumptions	[2]	(104,560)	(26,000)		82,000
Public [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value		5,750,000	8,083,333	[1]	9,166,666	10,106,666
Change in valuation inputs or other assumptions	[2]	(4,356,666)	(1,083,333)		3,416,666
Warrant Liability [Member]
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value		5,888,000	8,277,333	[1]	9,386,666	$ 10,349,226
Change in valuation inputs or other assumptions	[2]	$ (4,461,226)	$ (1,109,333)		$ 3,498,666
[1]	Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $5.9 million during the nine months ended September 30, 2021. The company did not have any transfers out of Level 3 during the three months ended September 30, 2021.
[2]	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

Fair Value Measurements on a _7

Fair Value Measurements on a Recurring Basis (Details) - Schedule of summary of the changes in the fair value of the FPS liability - USD ($)		2 Months Ended	3 Months Ended
		Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Feb. 03, 2021
Schedule of summary of the changes in the fair value of the FPS liability [Abstract]
Fair value		$ 2,052,035	$ 2,055,630	$ 2,218,092	$ 2,667,992
Change in valuation inputs or other assumptions	[1]	$ (615,957)	$ (162,462)	$ 166,057
[1]	Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.