Energy Vault (NRGV) 10-Q/A 12 Jan 22 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Jan. 11, 2022
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39982
Entity Registrant Name	NOVUS CAPITAL CORPORATION II
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3230987
Entity Address, Address Line One	8556 Oakmont Lane
Entity Address, City or Town	Indianapolis
Entity Address State Or Province	IN
Entity Address, Postal Zip Code	46260
City Area Code	317
Local Phone Number	590-6959
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001828536
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Amendment Description	Amendment No. 1
Transition Report	false
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	NXU.U
Security Exchange Name	NYSE
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	NXU
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		28,750,000
Redeemable warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants
Trading Symbol	NXU WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 882,585	$ 172,854
Prepaid expenses	143,333
Total Current Assets	1,025,918	172,854
Deferred offering costs		37,042
Marketable securities held in Trust Account	287,509,721
TOTAL ASSETS	288,535,639	209,896
Current liabilities
Accounts payable and accrued expenses	256,519	1,000
Accrued offering costs		25,000
Promissory note - related party		160,000
Total Current Liabilities	256,519	186,000
Warrant liability	16,129,166
TOTAL LIABILITIES	16,385,685	186,000
Commitments and Contingencies
Class A common stock subject to possible redemption 28,750,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively	287,500,000
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital		24,281
Accumulated deficit	(15,350,765)	(1,104)
Total Stockholders' (Deficit) Equity	(15,350,046)	23,896
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	288,535,639	209,896
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption 28,750,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively	287,500,000
Class B common stock
Stockholders' (Deficit) Equity
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding, at September 30, 2021 and December 31, 2020	$ 719	$ 719

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.001
Class A common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	28,750,000	0
Common shares, shares outstanding	28,750,000	0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	28,750,000	0
Class B common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	7,187,500	7,187,500
Common shares, shares outstanding	7,187,500	7,187,500

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 318,126	$ 779,783
Loss from operations	(318,126)	(779,783)
Other income (expense):
Interest earned on marketable securities held in Trust Account	4,341	9,721
Transaction costs incurred in connection with warrant		(241,311)
Change in fair value of warrants	1,379,166	442,500
Total other income, net	1,383,507	210,910
Net income (loss)	$ 1,065,381	$ (568,873)
Class A common stock
Other income (expense):
Weighted average shares outstanding, basic	28,750,000	24,642,857
Weighted average shares outstanding, diluted	28,750,000	24,642,857
Basic net income (loss) per share	$ 0.03	$ (0.02)
Diluted net income (loss) per share	$ 0.03	$ (0.02)
Class B common stock
Other income (expense):
Weighted average shares outstanding, basic	7,187,500	7,053,571
Weighted average shares outstanding, diluted	7,187,500	7,053,571
Basic net income (loss) per share	$ 0.03	$ (0.02)
Diluted net income (loss) per share	$ 0.03	$ (0.02)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Class A common stockCommon Stock	Class B common stockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Sep. 28, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Sep. 28, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	$ 0	$ 719	24,281	0	25,000
Issuance of Class B common stock to Sponsors (in shares)	0	7,187,500
Net loss / income	$ 0	$ 0	0	0	0
Balance at the end at Sep. 30, 2020	$ 0	$ 719	24,281	0	25,000
Balance at the end (in shares) at Sep. 30, 2020	0	7,187,500
Balance at the beginning at Dec. 31, 2020	$ 0	$ 719	24,281	(1,104)	23,896
Balance at the beginning (in shares) at Dec. 31, 2020	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock	$ 0	$ 0	(1,935,948)	(14,780,788)	(16,716,736)
Cash paid in excess of private placement warrants	0	0	1,911,667	0	1,911,667
Net loss / income	0	0	0	(1,628,037)	(1,628,037)
Balance at the end at Mar. 31, 2021	$ 0	$ 719	0	(16,409,929)	(16,409,210)
Balance at the end (in shares) at Mar. 31, 2021	0	7,187,500
Balance at the beginning at Dec. 31, 2020	$ 0	$ 719	24,281	(1,104)	23,896
Balance at the beginning (in shares) at Dec. 31, 2020	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock					(16,716,736)
Net loss / income					(568,873)
Balance at the end at Sep. 30, 2021	$ 0	$ 719	0	(15,350,765)	(15,350,046)
Balance at the end (in shares) at Sep. 30, 2021	0	7,187,500
Balance at the beginning at Mar. 31, 2021	$ 0	$ 719	0	(16,409,929)	(16,409,210)
Balance at the beginning (in shares) at Mar. 31, 2021	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss / income	$ 0	$ 0	0	(6,217)	(6,217)
Balance at the end at Jun. 30, 2021	$ 0	$ 719	0	(16,416,146)	(16,415,427)
Balance at the end (in shares) at Jun. 30, 2021	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss / income	$ 0	$ 0	0	1,065,381	1,065,381
Balance at the end at Sep. 30, 2021	$ 0	$ 719	$ 0	$ (15,350,765)	$ (15,350,046)
Balance at the end (in shares) at Sep. 30, 2021	0	7,187,500

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (568,873)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	(442,500)
Interest earned on marketable securities held in Trust Account	(9,721)
Transaction costs incurred in connection with warrant	241,311
Changes in operating assets and liabilities:
Prepaid expenses	(143,333)
Accounts payable and accrued expenses	255,519
Net cash used in operating activities	(667,597)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	281,750,000
Proceeds from sale of Private Placement Warrants	7,750,000
Repayment of promissory note - related party	(160,000)
Payment of offering costs	(462,672)
Net cash provided by financing activities	288,877,328
Net Change in Cash	709,731
Cash - Beginning	172,854
Cash - Ending	882,585
Non-cash investing and financing activities:
Remeasurement adjustment on redeemable common stock	16,716,736
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock	$ 35,000

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Novus Capital Corporation II (the “Company”) is a blank check company incorporated in Delaware on September 29, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company has one wholly owned subsidiary which was formed on September 2, 2021, NCCII Merger Corp. (the “Merger Sub”), a Delaware corporation. 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. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focus on target businesses that are at the forefront of high technology and are enabling the future evolution of smart technologies, 5G communication, virtual reality, artificial intelligence, spatial computing, cloud analytics, machine learning, hardware and software distribution, value added customized logistics services, sustainable smart city systems and sustainable agricultural technology, or AgTech. As of September 30, 2021, the Company had not commenced any operations. All activity from inception through September 30, 2021 related to the Company’s formation and the initial public offering (the “Initial Public Offering”) and its search for a target business for a Business Combination, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. On September 8, 2021, the Company, Merger Sub and Energy Vault, Inc (“Energy Vault”) entered into a business combination agreement relating to a proposed business combination with (see Note 7). The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,666 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s initial stockholders, including Cowen Investments (an affiliate of one of the underwriters), generating gross proceeds of $7,750,000, which is described in Note 5. Transaction costs amounted to $6,224,714, consisting of $5,750,000 of underwriting fees, and $ 474,714 of other offering costs. Following the closing of the Initial Public Offering on February 8, 2021, $287,500,000 ($10.00 per Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions 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 funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“permitted withdrawals”). White the Company’s management has broad discretion with respect to the specific application of cash held outside of the Trust Account, substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders and Cowen Investments have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. The initial stockholders and Cowen Investments have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within by February 8, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the initial stockholders and Cowen Investments acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company has until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, V Donargo LLC, an entity controlled by Vincent Donargo, the Company’s Chief Financial Officer, has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, V Donargo LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that V Donargo LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern As of September 30, 2021, the Company had $882,585 in its operating bank accounts and a working capital of $779,120. As of September 30, 2021, $9,721 of the amount on deposit in the Trust Account represented interest income, which is available to be withdrawn to pay taxes. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional funds through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS.
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Amended) ​ In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, the Company improperly classified some of its Class A common stock subject to possible redemption. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company would require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified some Class A common stock shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A Common Stock as temporary equity and for any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be presented outside of permanent equity. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of March 31, 2021 (unaudited) Reported Adjustment As Restated Class A common stock subject to possible redemption ​ $ 266,090,784 ​ $ 21,409,216 ​ $ 287,500,000 Class A common stock ​ $ 214 ​ $ (214) ​ $ — Additional paid-in capital ​ $ 6,628,214 ​ $ (6,628,214) ​ $ — Accumulated deficit ​ $ (1,629,141) ​ $ (14,780,788) ​ $ (16,409,929) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (21,409,216) ​ $ (16,409,210) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of June 30, 2021 (unaudited) Reported Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 266,084,570 ​ $ 21,415,430 ​ $ 287,500,000 Class A common stock ​ $ 214 ​ $ (214) ​ $ — Additional paid-in capital ​ $ 6,634,428 ​ $ (6,634,428) ​ $ — Accumulated deficit ​ $ (1,635,358) ​ $ (14,780,788) ​ $ (16,416,146) Total Stockholders’ Equity (Deficit) ​ $ 5,000,003 ​ $ (21,415,430) ​ $ (16,415,427) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ March 31, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A common stock ​ 26,747,733 ​ (10,456,066) ​ 16,291,667 Basic and diluted net loss per common stock, Class A common stock ​ $ — ​ $ (0.07) ​ $ (0.07) Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock ​ 7,915,868 ​ $ (1,134,618) ​ 6,781,250 Basic and diluted net loss per common stock, Non-redeemable Class B common stock ​ $ (0.21) ​ $ 0.14 ​ $ (0.07) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A common stock ​ 26,604,351 ​ 2,145,649 ​ 28,750,000 Basic and diluted net income per common stock, Class A common stock ​ $ — ​ $ — ​ $ — Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock ​ 9,333,149 ​ $ 2,145,649 ​ 7,187,500 Basic and diluted net income (loss) per common stock, Non-redeemable Class B common stock ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A common stock ​ 26,655,848 ​ (2,988,721) ​ 23,667,127 Basic and diluted net income per common stock, Class A common stock ​ $ — ​ $ (0.05) ​ $ (0.05) Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock ​ 8,628,423 ​ $ (1,642,926) ​ 6,985,497 Basic and diluted net income (loss) per common stock, Non-redeemable Class B common stock ​ $ (0.19) ​ $ 0.14 ​ $ (0.05) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Statement of Stockholders’ Equity as of March 31, 2021 (unaudited) Reported Adjustment As Restated Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses ​ $ 270,783,264 ​ $ (270,783,264) ​ $ — Class A common stock subject to possible redemption ​ $ (266,090,784) ​ $ 266,090,784 ​ $ — Remeasurement adjustment on redeemable common stock ​ $ — ​ $ (16,716,736) ​ $ (16,716,736) Total stockholders’ equity (deficit) ​ $ 5,000,006 ​ $ (21,409,216) ​ $ (16,409,210) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As ​ ​ ​ ​ ​ ​ Previously ​ ​ ​ ​ ​ ​ Statement of Stockholders’ Equity as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Change in value of common stock subject to possible redemption ​ $ 6,214 ​ $ (6,214) ​ $ — Total stockholders’ equity (deficit) ​ $ 5,000,003 ​ $ (21,415,430) ​ $ (16,415,427) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended As Previously ​ ​ ​ ​ March 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 284,049,000 ​ $ (284,049,000) ​ $ — Remeasurement adjustment on redeemable common stock ​ $ (17,958,216) ​ $ 34,674,952 ​ $ 16,716,736 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 267,477,334 ​ $ (267,477,334) ​ $ — Remeasurement adjustment on redeemable common stock ​ $ (1,392,764) ​ $ 18,109,500 ​ $ 16,716,736 ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 26, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity. Offering costs amounted to $6,224,714, of which $5,983,403 were charged against temporary equity and $241,311 were expensed on the Statement of Operations Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (10,733,333) Issuance costs allocated to Class A common stock ​ (5,983,403) Plus: ​ Remeasurement adjustment on redeemable common stock ​ $ 16,716,736 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 287,500,000 ​ Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using the Modified Monte Carlo Simulation and Modified Black Scholes option pricing models (see Note 9). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to start-up costs not being currently deductible, the recording of full valuation allowances on deferred tax assets and permanent differences. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 14,749,999 Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from September 29, ​ ​ Three Months Ended ​ Nine Months Ended ​ 2020 (Inception) Through ​ ​ September 30, 2021 ​ September 30, 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 852,305 ​ $ 213,076 ​ $ (442,279) ​ $ (126,594) ​ $ — ​ $ — Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,750,000 ​ ​ 7,187,500 ​ ​ 24,642,857 ​ ​ 7,053,571 ​ ​ — ​ ​ — Basic and diluted net income (loss) per common stock ​ $ 0.03 ​ $ 0.03 ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ — ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recent Accounting Standards 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On February 8, 2021, the Company sold 28,750,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,166,666 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,750,000 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 12, 2020, the Initial Stockholders purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On October 1, 2020, certain of the Company’s directors agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to promissory notes (the “Promissory Notes”). The Promissory Notes are non-interest bearing and are payable on the earlier of (i) September 30, 2021 and (ii) the consummation of the Initial Public Offering. As of December 31, 2020, the Company had $160,000 outstanding under the Notes. The outstanding balance under the Promissory Note of $80,000 was subsequently repaid on February 8, 2021, while the remaining $80,000 was repaid on February 10, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 3, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans ) were granted registration rights to require the Company to register a sale of any of the securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company engaged the underwriters as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, provide financial advisory services to assist the Company in the Company’s efforts to obtain any 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 the underwriters a cash fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of Initial Public Offering. ​ Business Combination Agreement ​ On September 8, 2021, the Company, Merger Sub and Energy Vault entered into the Business Combination Agreement, pursuant to which Novus and Energy Vault will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby. The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the Delaware General Corporation Law and mutually agreed by the parties and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, “Effective Time”). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date. The Effective Time shall occur as promptly as practicable but in no event later than three business day after the satisfaction or, if permissible, waiver of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, provided that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver at the Closing). Immediately prior to the Effective Time, Energy Vault shall cause each share of Energy Vault Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Energy Vault Common Stock at the then effective conversion rate as calculated pursuant to Energy Vault’s amended and restated certificate of incorporation. All of the shares of Energy Vault Preferred Stock converted into shares of Energy Vault Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Energy Vault Preferred Stock shall thereafter cease to have any rights with respect to such securities. ​ At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Energy Vault or the holders of any of Energy Vault’s securities: ​ a) Each share of Energy Vault Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the number of shares of Combined Company Common Stock equal to the Exchange Ratio and all shares of Energy Vault Common Stock subject to forfeiture to or repurchase by Energy Vault shall retain such restrictions following conversion into Combined Company Common Stock; b) All shares of Energy Vault Common Stock and Energy Vault Preferred Stock held in the treasury of Energy Vault shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; c) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the surviving corporation; d) Each Energy Vault Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed, converted and/or substituted by Novus into an option to purchase a number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Energy Vault Common Stock subject to such Energy Vault Option immediately prior to the Effective Time and (y) the Exchange Ratio, and at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Energy Vault Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, subject to adjustments related to Section 409A and Section 422 of the Code; e) Each award of outstanding restricted stock units to acquire shares of Energy Vault Common Stock issued pursuant to an award granted under the 2017 Plan or otherwise (each an “ Energy Vault RSU ”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed, converted and/or substitutes by Novus into an award of restricted stock units to acquire shares of Combined Company Common Stock (each, a Converted RSU Award). Each Converted RSU Award will represent the right to acquire that number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Energy Vault Common Stock subject to the Energy Vault RSU award immediately before the Effective Time and (2) the Exchange Ratio; provided, that, except as specifically described above, following the Effective Time, each Converted RSU Award shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the corresponding former Energy Vault RSU award immediately prior to the Effective Time. f) Each award of outstanding restricted shares of Energy Vault Common Stock issued pursuant to a grant agreement under the 2017 Plan or otherwise (each an “ Energy Vault Restricted Share Award ”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed, converted and/or substituted by Novus into a restricted stock award with respect to a number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Energy Vault Common Stock subject to such Energy Vault Restricted Share Award immediately prior to the Effective Time and (y) the Exchange Ratio, with the same terms and conditions as were applicable under such Company Restricted Share Award immediately prior to the Effective Time. ​ Earn Out Subject to certain exceptions, during the period between the date that is 90 days following the Closing and the third anniversary of the Closing, the Company will issue to eligible Energy Vault equity holders up to 9,000,000 additional shares of the Company’s Common Stock in the aggregate (the “ Earn Out Shares Subscription Agreements In connection with the execution of the Business Combination Agreement, on September 8, 2021, the Company entered into separate subscription agreements (collectively, the “ Subscription Agreements Subscriber Subscribers PIPE Shares PIPE The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, the Company agreed that, by the later of 30 calendar days and 20 business days after the consummation of the Proposed Transactions, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “ PIPE Resale Registration Statement Vendor Agreements On April 30, 2021, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to 70% of the total placement fee paid as part of the PIPE financing which is expected to equal 5% of the gross proceeds of securities sold in the PIPE placement. On May 21, 2021, the Company entered into an agreement with a vendor for financial advisement services related to the Business Combination. The agreement calls for the vendor to receive a contingent fee in the amount of $7,500,000 plus expenses. In addition, the agreement contains an additional contingent fee provision of 1% of the gross proceeds of any equity or equity-linked securities sold in connection with the Business Combination. On September 13, 2021, the Company entered into an agreement with a vendor for capital market advisement services related to the Business Combination. The agreement calls for the vendor to receive a contingent fee in the amount of $500,000 upon the consummation of the Business Combination. On September 29,2021, the Company entered into an agreement with a vendor for tax advisory services related to the Business Combination agreement. The agreement calls for the vendor to receive a fee of $20,000 a month through December 31, 2021.

STOCKHOLDERS EQUITY

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

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs Description ​ September 30, 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ Marketable securities held in Trust Account ​ $ 287,509,721 ​ $ 287,509,721 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Warrant Liability – Public Warrants ​ $ 10,445,833 ​ $ 10,445,833 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability – Private Placement Warrants ​ $ 5,683,333 ​ $ — ​ $ — ​ $ 5,683,333 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the nine months ended September 30, 2021. The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of September 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a Modified Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants. The key inputs into the Modified Montel Carlo Simulation and the Modified Black-Scholes Option Pricing model for Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 8, 2021 ​ ​ ​ ​ ​ Initial Measurement ​ September 30, 2021 ​ ​ ​ Public ​ Private ​ Private ​ Input Warrants Warrants Warrants ​ Risk-free interest rate ​ ​ 0.48 % ​ 0.48 % ​ 0.98 % Expected term (years) ​ ​ 5.00 ​ 5.00 ​ 5.00 ​ Expected volatility ​ ​ 21.0 % ​ 21.0 % ​ 17.00 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 10.00 ​ $ 10.00 ​ $ 9.90 ​ ​ The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrant ​ Placement Public Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on February 8, 2021 ​ ​ 5,838,333 ​ ​ 10,733,333 ​ ​ 16,571,666 Change in valuation inputs or other assumptions ​ ​ 51,666 ​ ​ 1,150,000 ​ ​ 1,201,666 Fair value as of March 31, 2021 ​ ​ 5,889,999 ​ ​ 11,883,333 ​ ​ 17,773,332 Change in valuation inputs or other assumptions ​ ​ 310,000 ​ ​ (575,000) ​ ​ (265,000) Fair value as of June 30, 2021 ​ $ 6,199,999 ​ $ 11,308,333 ​ $ 17,508,332 Change in valuation inputs or other assumptions ​ ​ (516,666) ​ ​ (862,500) ​ ​ (1,379,166) Fair value as of September 30, 2021 ​ $ 5,683,333 ​ $ 10,445,833 ​ $ 16,129,166 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 26, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity. Offering costs amounted to $6,224,714, of which $5,983,403 were charged against temporary equity and $241,311 were expensed on the Statement of Operations
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (10,733,333) Issuance costs allocated to Class A common stock ​ (5,983,403) Plus: ​ Remeasurement adjustment on redeemable common stock ​ $ 16,716,736 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 287,500,000
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using the Modified Monte Carlo Simulation and Modified Black Scholes option pricing models (see Note 9).
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to start-up costs not being currently deductible, the recording of full valuation allowances on deferred tax assets and permanent differences.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 14,749,999 Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from September 29, ​ ​ Three Months Ended ​ Nine Months Ended ​ 2020 (Inception) Through ​ ​ September 30, 2021 ​ September 30, 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 852,305 ​ $ 213,076 ​ $ (442,279) ​ $ (126,594) ​ $ — ​ $ — Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,750,000 ​ ​ 7,187,500 ​ ​ 24,642,857 ​ ​ 7,053,571 ​ ​ — ​ ​ — Basic and diluted net income (loss) per common stock ​ $ 0.03 ​ $ 0.03 ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ —
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Recent Accounting Standards	Recent Accounting Standards 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS.
Schedule of impact of the restatement on financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of March 31, 2021 (unaudited) Reported Adjustment As Restated Class A common stock subject to possible redemption ​ $ 266,090,784 ​ $ 21,409,216 ​ $ 287,500,000 Class A common stock ​ $ 214 ​ $ (214) ​ $ — Additional paid-in capital ​ $ 6,628,214 ​ $ (6,628,214) ​ $ — Accumulated deficit ​ $ (1,629,141) ​ $ (14,780,788) ​ $ (16,409,929) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (21,409,216) ​ $ (16,409,210) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Balance Sheet as of June 30, 2021 (unaudited) Reported Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 266,084,570 ​ $ 21,415,430 ​ $ 287,500,000 Class A common stock ​ $ 214 ​ $ (214) ​ $ — Additional paid-in capital ​ $ 6,634,428 ​ $ (6,634,428) ​ $ — Accumulated deficit ​ $ (1,635,358) ​ $ (14,780,788) ​ $ (16,416,146) Total Stockholders’ Equity (Deficit) ​ $ 5,000,003 ​ $ (21,415,430) ​ $ (16,415,427) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ March 31, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A common stock ​ 26,747,733 ​ (10,456,066) ​ 16,291,667 Basic and diluted net loss per common stock, Class A common stock ​ $ — ​ $ (0.07) ​ $ (0.07) Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock ​ 7,915,868 ​ $ (1,134,618) ​ 6,781,250 Basic and diluted net loss per common stock, Non-redeemable Class B common stock ​ $ (0.21) ​ $ 0.14 ​ $ (0.07) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A common stock ​ 26,604,351 ​ 2,145,649 ​ 28,750,000 Basic and diluted net income per common stock, Class A common stock ​ $ — ​ $ — ​ $ — Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock ​ 9,333,149 ​ $ 2,145,649 ​ 7,187,500 Basic and diluted net income (loss) per common stock, Non-redeemable Class B common stock ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A common stock ​ 26,655,848 ​ (2,988,721) ​ 23,667,127 Basic and diluted net income per common stock, Class A common stock ​ $ — ​ $ (0.05) ​ $ (0.05) Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock ​ 8,628,423 ​ $ (1,642,926) ​ 6,985,497 Basic and diluted net income (loss) per common stock, Non-redeemable Class B common stock ​ $ (0.19) ​ $ 0.14 ​ $ (0.05) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Statement of Stockholders’ Equity as of March 31, 2021 (unaudited) Reported Adjustment As Restated Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses ​ $ 270,783,264 ​ $ (270,783,264) ​ $ — Class A common stock subject to possible redemption ​ $ (266,090,784) ​ $ 266,090,784 ​ $ — Remeasurement adjustment on redeemable common stock ​ $ — ​ $ (16,716,736) ​ $ (16,716,736) Total stockholders’ equity (deficit) ​ $ 5,000,006 ​ $ (21,409,216) ​ $ (16,409,210) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As ​ ​ ​ ​ ​ ​ Previously ​ ​ ​ ​ ​ ​ Statement of Stockholders’ Equity as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Change in value of common stock subject to possible redemption ​ $ 6,214 ​ $ (6,214) ​ $ — Total stockholders’ equity (deficit) ​ $ 5,000,003 ​ $ (21,415,430) ​ $ (16,415,427) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended As Previously ​ ​ ​ ​ March 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 284,049,000 ​ $ (284,049,000) ​ $ — Remeasurement adjustment on redeemable common stock ​ $ (17,958,216) ​ $ 34,674,952 ​ $ 16,716,736 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended As Previously ​ ​ ​ ​ June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of common stock subject to possible redemption ​ $ 267,477,334 ​ $ (267,477,334) ​ $ — Remeasurement adjustment on redeemable common stock ​ $ (1,392,764) ​ $ 18,109,500 ​ $ 16,716,736

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of class A common stock reflected in the condensed consolidated balance sheet	​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Less: ​ Proceeds allocated to Public Warrants ​ $ (10,733,333) Issuance costs allocated to Class A common stock ​ (5,983,403) Plus: ​ Remeasurement adjustment on redeemable common stock ​ $ 16,716,736 ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 287,500,000
Schedule of calculation of basic and diluted net income (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from September 29, ​ ​ Three Months Ended ​ Nine Months Ended ​ 2020 (Inception) Through ​ ​ September 30, 2021 ​ September 30, 2021 ​ September 30, 2020 ​ Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss), as adjusted ​ $ 852,305 ​ $ 213,076 ​ $ (442,279) ​ $ (126,594) ​ $ — ​ $ — Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28,750,000 ​ ​ 7,187,500 ​ ​ 24,642,857 ​ ​ 7,053,571 ​ ​ — ​ ​ — Basic and diluted net income (loss) per common stock ​ $ 0.03 ​ $ 0.03 ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ —

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of gross holding losses and fair value of held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs Description ​ September 30, 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ Marketable securities held in Trust Account ​ $ 287,509,721 ​ $ 287,509,721 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Warrant Liability – Public Warrants ​ $ 10,445,833 ​ $ 10,445,833 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability – Private Placement Warrants ​ $ 5,683,333 ​ $ — ​ $ — ​ $ 5,683,333
Schedule of key inputs into the Modified Montel Carlo Simulation and the Modified Black-Scholes Option Pricing model for Warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 8, 2021 ​ ​ ​ ​ ​ Initial Measurement ​ September 30, 2021 ​ ​ ​ Public ​ Private ​ Private ​ Input Warrants Warrants Warrants ​ Risk-free interest rate ​ ​ 0.48 % ​ 0.48 % ​ 0.98 % Expected term (years) ​ ​ 5.00 ​ 5.00 ​ 5.00 ​ Expected volatility ​ ​ 21.0 % ​ 21.0 % ​ 17.00 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 10.00 ​ $ 10.00 ​ $ 9.90 ​
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrant ​ Placement Public Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on February 8, 2021 ​ ​ 5,838,333 ​ ​ 10,733,333 ​ ​ 16,571,666 Change in valuation inputs or other assumptions ​ ​ 51,666 ​ ​ 1,150,000 ​ ​ 1,201,666 Fair value as of March 31, 2021 ​ ​ 5,889,999 ​ ​ 11,883,333 ​ ​ 17,773,332 Change in valuation inputs or other assumptions ​ ​ 310,000 ​ ​ (575,000) ​ ​ (265,000) Fair value as of June 30, 2021 ​ $ 6,199,999 ​ $ 11,308,333 ​ $ 17,508,332 Change in valuation inputs or other assumptions ​ ​ (516,666) ​ ​ (862,500) ​ ​ (1,379,166) Fair value as of September 30, 2021 ​ $ 5,683,333 ​ $ 10,445,833 ​ $ 16,129,166

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)	Feb. 08, 2021USD ($)$ / sharesshares	Sep. 29, 2020	Sep. 30, 2021USD ($)$ / sharesshares	Mar. 31, 2021shares	Sep. 30, 2021USD ($)item$ / sharesshares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares				28,750,000
Purchase price, per unit | $ / shares			$ 10		$ 10
Sale of Private Placement Warrants (in shares) | shares			14,749,999		14,749,999
Proceeds from sale of Private Placement Warrants					$ 7,750,000
Transaction Costs	$ 6,224,714
Underwriting fees	5,750,000
Other offering costs	$ 474,714
Payments for investment of cash in Trust Account					$ 287,500,000
Condition for future business combination number of businesses minimum		1			1
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account					80
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination					50
Minimum net tangible assets upon consummation of business combination			$ 5,000,001		$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Redemption period upon closure					10 days
Maximum Allowed Dissolution Expenses					$ 100,000
Cash at operating bank account			882,585		882,585	$ 172,854
Working capital			779,120		779,120
Interest earned on marketable securities held in Trust Account			$ 4,341		$ 9,721
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	28,750,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 287,500,000
Payments for investment of cash in Trust Account	$ 287,500,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			5,166,666		5,166,666
Price of warrant | $ / shares			$ 1.50		$ 1.50
Proceeds from sale of Private Placement Warrants					$ 7,750,000
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	3,750,000
Purchase price, per unit | $ / shares	$ 10

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 28, 2020
Statement of Balance Sheet
Class A common stock subject to possible redemption				$ 287,500,000
Additional paid-in capital					$ 24,281
Accumulated deficit	$ (16,416,146)	$ (16,409,929)	$ (16,416,146)	(15,350,765)	(1,104)
Total Stockholders' Equity (Deficit)	(16,415,427)	$ (16,409,210)	(16,415,427)	(15,350,046)	23,896	$ 25,000	$ 0
Statement of Stockholders' Equity
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses		28,750,000
Remeasurement adjustment on redeemable common stock		$ (16,716,736)		(16,716,736)
Total stockholders' equity (deficit)	$ (16,415,427)	(16,409,210)	(16,415,427)	(15,350,046)	23,896	$ 25,000	$ 0
Non-cash investing and financing activities:
Remeasurement adjustment on redeemable common stock		$ 16,716,736	$ 16,716,736
Class A common stock
Statement of Operations
Basic and diluted weighted average shares outstanding	28,750,000	16,291,667	23,667,127
Basic and diluted net income (loss) per share		$ (0.07)	$ (0.05)
Class A Common Stock Subject to Redemption
Statement of Balance Sheet
Class A common stock subject to possible redemption	$ 287,500,000	$ 287,500,000	$ 287,500,000	287,500,000
Class B common stock
Statement of Balance Sheet
Class A common stock				719	$ 719
Statement of Operations
Basic and diluted weighted average shares outstanding	7,187,500	6,781,250	6,985,497
Basic and diluted net income (loss) per share		$ (0.07)	$ (0.05)
As Previously Reported
Statement of Balance Sheet
Additional paid-in capital	$ 6,634,428	$ 6,628,214	$ 6,634,428
Accumulated deficit	(1,635,358)	(1,629,141)	(1,635,358)
Total Stockholders' Equity (Deficit)	5,000,003	$ 5,000,006	5,000,003
Statement of Stockholders' Equity
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses		270,783,264
Change in value of common stock subject to possible redemption	6,214		6,214
Total stockholders' equity (deficit)	5,000,003	$ 5,000,006	5,000,003
Non-cash investing and financing activities:
Initial Classification Of Common Stock Subject To Possible Redemption		284,049,000	267,477,334
Remeasurement adjustment on redeemable common stock		(17,958,216)	(1,392,764)
As Previously Reported | Class A common stock
Statement of Balance Sheet
Class A common stock	$ 214	$ 214	$ 214
Statement of Operations
Basic and diluted weighted average shares outstanding	26,604,351	26,747,733	26,655,848
Statement of Stockholders' Equity
Class A common stock subject to possible redemption		$ (266,090,784)
As Previously Reported | Class A Common Stock Subject to Redemption
Statement of Balance Sheet
Class A common stock subject to possible redemption	$ 266,084,570	$ 266,090,784	$ 266,084,570
As Previously Reported | Class B common stock
Statement of Operations
Basic and diluted weighted average shares outstanding	9,333,149	7,915,868	8,628,423
Basic and diluted net income (loss) per share		$ (0.21)	$ (0.19)
Adjustment
Statement of Balance Sheet
Additional paid-in capital	$ (6,634,428)	$ (6,628,214)	$ (6,634,428)
Accumulated deficit	(14,780,788)	(14,780,788)	(14,780,788)
Total Stockholders' Equity (Deficit)	(21,415,430)	$ (21,409,216)	(21,415,430)
Statement of Stockholders' Equity
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses		(270,783,264)
Remeasurement adjustment on redeemable common stock		$ (16,716,736)
Change in value of common stock subject to possible redemption	(6,214)		(6,214)
Total stockholders' equity (deficit)	(21,415,430)	(21,409,216)	(21,415,430)
Non-cash investing and financing activities:
Initial Classification Of Common Stock Subject To Possible Redemption		(284,049,000)	(267,477,334)
Remeasurement adjustment on redeemable common stock		34,674,952	18,109,500
Adjustment | Class A common stock
Statement of Balance Sheet
Class A common stock	$ (214)	$ (214)	$ (214)
Statement of Operations
Basic and diluted weighted average shares outstanding	2,145,649	(10,456,066)	(2,988,721)
Basic and diluted net income (loss) per share		$ (0.07)	$ (0.05)
Statement of Stockholders' Equity
Class A common stock subject to possible redemption		$ 266,090,784
Adjustment | Class A Common Stock Subject to Redemption
Statement of Balance Sheet
Class A common stock subject to possible redemption	$ 21,415,430	$ 21,409,216	$ 21,415,430
Adjustment | Class B common stock
Statement of Operations
Basic and diluted weighted average shares outstanding	2,145,649	(1,134,618)	(1,642,926)
Basic and diluted net income (loss) per share		$ 0.14	$ 0.14
Restatement of redeemable common stock as temporary equity | Adjustment
Statement of Balance Sheet
Minimum net tangible assets upon redemption of common stock subject to possible redemption				$ 5,000,001

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Offering costs charged to temporary equity	$ 5,983,403
Offering costs	6,224,714
Offering costs expensed on the Statement of Operations	241,311
Unrecognized tax benefits	0			$ 0
Accrued for interest and penalties	0			$ 0
Federal depository insurance coverage	250,000
Gross proceeds	287,500,000
Proceeds allocated to Public Warrants	(10,733,333)
Issuance costs allocated to Class A common stock	(5,983,403)
Remeasurement adjustment on redeemable common stock	16,716,736
Class A common stock subject to possible redemption	$ 287,500,000
Number of shares for exercise of warrants	14,749,999
Class A Common Stock Subject to Redemption
Class A common stock subject to possible redemption	$ 287,500,000	$ 287,500,000	$ 287,500,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Class A common stock
Numerator:
Allocation of net income (loss), as adjusted	$ 0	$ 852,305	$ (442,279)
Denominator:
Weighted average shares outstanding, basic	0	28,750,000	24,642,857
Weighted average shares outstanding, diluted	0	28,750,000	24,642,857
Basic net income (loss) per share	$ 0	$ 0.03	$ (0.02)
Diluted net income (loss) per share	$ 0	$ 0.03	$ (0.02)
Class B common stock
Numerator:
Allocation of net income (loss), as adjusted	$ 0	$ 213,076	$ (126,594)
Denominator:
Weighted average shares outstanding, basic	0	7,187,500	7,053,571
Weighted average shares outstanding, diluted	0	7,187,500	7,053,571
Basic net income (loss) per share	$ 0	$ 0.03	$ (0.02)
Diluted net income (loss) per share	$ 0	$ 0.03	$ (0.02)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Feb. 08, 2021	Mar. 31, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses		28,750,000
Purchase price, per unit			$ 10
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses	28,750,000
Purchase price, per unit	$ 10
IPO | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrants and offering expenses	3,750,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of shares for exercise of warrants	14,749,999
Aggregate purchase price | $	$ 7,750,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares for exercise of warrants	5,166,666
Price of warrants | $ / shares	$ 1.50
Aggregate purchase price | $	$ 7,750,000
Number of shares per warrant	1
Exercise price of warrant | $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Oct. 12, 2020USD ($)D$ / sharesshares	Sep. 30, 2020USD ($)
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Founder Shares | Class B common stock
Related Party Transaction [Line Items]
Issuance of Class B Common Stock to Sponsor | shares	7,187,500
Aggregate purchase price | $	$ 25,000
Shares subject to forfeiture | shares	937,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Feb. 10, 2021	Sep. 30, 2021	Feb. 08, 2021	Dec. 31, 2020	Oct. 01, 2020
Related Party Transaction [Line Items]
Promissory note - related party				$ 160,000
Repayment of promissory note - related party		$ 160,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000
Outstanding balance of related party note			$ 80,000
Repayment of promissory note - related party	$ 80,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 2,000,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant		$ 1.50

COMMITMENTS (Details)

COMMITMENTS (Details)	9 Months Ended
	Sep. 30, 2021	Sep. 29, 2021USD ($)	Sep. 13, 2021USD ($)	May 21, 2021USD ($)	Apr. 30, 2021	Feb. 03, 2021item
COMMITMENTS
Maximum number of demands for registration of securities | item						3
Contingent fee received as percent on total placement fee					70.00%
Contingent fee equal percentage in gross proceeds				1.00%	5.00%
Contingent fee receivable as part of agreeement | $		$ 20,000	$ 500,000	$ 7,500,000
Percentage Of Cash Fee Upon Gross Proceeds	3.5

COMMITMENTS - Additional Inform

COMMITMENTS - Additional Information (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Common Stock, Par or Stated Value Per Share	$ 0.001
Earn Out Period	90 days
Maximum Earn Out Shares | shares	9,000,000
Number of Earn Out Shares per Tranche | shares	3,000,000
Threshold trading period for closing sale price	20 days
Threshold consecutive trading period for closing sale price	30 days
Purchase price per share	$ 10
Aggregate purchase price | $	$ 100,000,050
Threshold Number of Calendar Days After the Business Combination for Filing the Registration Statement of Resale	30 days
Threshold Number of Business Days After the Business Combination for Filing the Registration Statement of Resale	20 days
Subscription Agreements | Private Investment in Public Equity Investment [Member]
Number of shares issued | shares	10,000,005
Purchase price per share	$ 10
Price Target of $15.00 [Member]
Common Stock, Par or Stated Value Per Share	15
Price Target of $20.00 [Member]
Common Stock, Par or Stated Value Per Share	20
Price Target of $30.00 [Member]
Common Stock, Par or Stated Value Per Share	$ 30

STOCKHOLDERS EQUITY - Preferred

STOCKHOLDERS EQUITY - Preferred Stock (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDER'S EQUITY
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS EQUITY - Common St

STOCKHOLDERS EQUITY - Common Stock (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesVoteshares	Dec. 31, 2020$ / sharesVoteshares
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.001
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	28,750,000	0
Common shares, shares outstanding (in shares)	28,750,000	0
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | $ / shares	1	1
Common shares, shares issued (in shares)	7,187,500	7,187,500
Common shares, shares outstanding (in shares)	7,187,500	7,187,500
Ratio to be applied to the stock in the conversion	20

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Assets:
Marketable securities held in Trust Account	$ 287,509,721
Liabilities:
Warrant liability	16,129,166
Public Warrants
Liabilities:
Warrant liability	10,445,833	$ 11,308,333	$ 11,883,333
Private Placement Warrants
Liabilities:
Warrant liability	5,683,333	$ 6,199,999	$ 5,889,999
Recurring
Assets:
Marketable securities held in Trust Account	287,509,721
Recurring | Public Warrants
Liabilities:
Warrant liability	10,445,833
Recurring | Private Placement Warrants
Liabilities:
Warrant liability	5,683,333
Level 1 | Recurring
Assets:
Marketable securities held in Trust Account	287,509,721
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	10,445,833
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 5,683,333

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details)	Sep. 30, 2021$ / sharesY	Feb. 08, 2021$ / sharesY
Risk-free interest rate | Public Warrants
FAIR VALUE MEASUREMENTS
Input		0.48
Risk-free interest rate | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	0.98	0.48
Expected term (years) | Public Warrants
FAIR VALUE MEASUREMENTS
Input | Y		5
Expected term (years) | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input | Y	5	5
Expected volatility | Public Warrants
FAIR VALUE MEASUREMENTS
Input		21
Expected volatility | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	17	21
Exercise price | Public Warrants
FAIR VALUE MEASUREMENTS
Input		11.50
Exercise price | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	11.50	11.50
Stock Price | Public Warrants
FAIR VALUE MEASUREMENTS
Input		10
Stock Price | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Input	9.90	10

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the end	$ 16,129,166
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	17,508,332	$ 17,773,332
Initial measurement on February 8, 2021			$ 16,571,666
Change in valuation inputs or other assumptions	(1,379,166)	(265,000)	1,201,666
Fair value at the end	16,129,166	17,508,332	17,773,332
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	11,308,333	11,883,333
Initial measurement on February 8, 2021			10,733,333
Change in valuation inputs or other assumptions	(862,500)	(575,000)	1,150,000
Fair value at the end	10,445,833	11,308,333	11,883,333
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	6,199,999	5,889,999
Initial measurement on February 8, 2021			5,838,333
Change in valuation inputs or other assumptions	(516,666)	310,000	51,666
Fair value at the end	$ 5,683,333	$ 6,199,999	$ 5,889,999