Boxed (BOXDQ) 10-Q/A 3 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 10, 2021
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	001-39817
Entity Registrant Name	SEVEN OAKS ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3316188
Entity Address, Address Line One	445 Park Avenue, 17th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	917
Local Phone Number	214-6371
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	0001828672
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
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	SVOKU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SVOK
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		25,875,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	SVOKW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,468,750

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 535,518	$ 1,764,324
Prepaid expenses	501,641	759,541
Total current assets	1,037,159	2,523,865
Investments held in Trust Account	258,804,731	258,749,858
Total Assets	259,841,890	261,273,723
Current liabilities:
Accounts payable	41	52,319
Accrued expenses	1,861,478	103,335
Franchise tax payable	116,701	54,695
Total current liabilities	1,978,220	210,349
Derivative warrant liabilities	14,801,473	22,415,255
Total Liabilities	16,779,693	22,625,604
Commitments and Contingencies (Note 5)
Stockholders' Deficit:
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Accumulated Deficit	(15,688,450)	(20,102,528)
Total stockholders' deficit	(15,687,803)	(20,101,881)
Total Liabilities, Class A common stock subject to possible redemption and Stockholders' Deficit	259,841,890	261,273,723
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 25,875,000 shares at $10.00 per share as of September 30, 2021 and December 31, 2020	258,750,000	258,750,000
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 647	$ 647

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 22, 2020	Sep. 30, 2020
Preferred stock, par value, (per share)	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	1,000,000			1,000,000
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Temporary equity, shares issued			25,875,000
Over-allotment option
Purchase price, per unit					$ 10
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001			$ 0.0001
Common shares, shares authorized	380,000,000			380,000,000
Common shares, shares issued	25,875,000			25,875,000
Common shares, shares outstanding	25,875,000			25,875,000
Class A Common Stock Subject to Redemption
Temporary equity, share price	$ 10			$ 10
Temporary equity, shares issued	25,875,000	25,875,000		25,875,000
Temporary equity, shares outstanding	25,875,000			25,875,000
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share)	$ 0.0001			$ 0.0001
Common shares, shares authorized	380,000,000			380,000,000
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	6,468,750			6,468,750
Common shares, shares outstanding	6,468,750			6,468,750		6,468,750

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 891,974	$ 2,924,988
General and administrative expenses - related party	60,000	180,000
Franchise tax expenses	77,868	149,589
Loss from operations	(1,029,842)	(3,254,577)
Other income:
Change in fair value of derivative warrant liabilities	7,058,027	7,613,782
Income from investments held in Trust Account	3,331	54,873
Net income	$ 6,031,516	$ 4,414,078
Class A Common Stock
Other income:
Weighted average shares outstanding, Diluted	25,875,000	25,875,000
Weighted average shares outstanding, basic	25,875,000	25,875,000
Basic, net Income per common share	$ 0.19	$ 0.14
Diluted, net income (loss) per common share	$ 0.19	$ 0.14
Class B Common Stock
Other income:
Weighted average shares outstanding, Diluted	6,468,750	6,468,750
Weighted average shares outstanding, basic	6,468,750	6,468,750
Basic, net Income per common share	$ 0.19	$ 0.14
Diluted, net income (loss) per common share	$ 0.19	$ 0.14

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B Common StockCommon Stock	Retained Earnings (Accumulated Deficit)	Total
Balance at the beginning at Dec. 31, 2020	$ 647	$ (20,102,528)	$ (20,101,881)
Balance at the beginning (in shares) at Dec. 31, 2020	6,468,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/loss		4,644,993	4,644,993
Balance at the end at Mar. 31, 2021	$ 647	(15,457,535)	(15,456,888)
Balance at the end (in shares) at Mar. 31, 2021	6,468,750
Balance at the beginning at Dec. 31, 2020	$ 647	(20,102,528)	(20,101,881)
Balance at the beginning (in shares) at Dec. 31, 2020	6,468,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/loss			4,414,078
Balance at the end at Sep. 30, 2021	$ 647	(15,688,450)	(15,687,803)
Balance at the end (in shares) at Sep. 30, 2021	6,468,750
Balance at the beginning at Mar. 31, 2021	$ 647	(15,457,535)	(15,456,888)
Balance at the beginning (in shares) at Mar. 31, 2021	6,468,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/loss		(6,262,431)	(6,262,431)
Balance at the end at Jun. 30, 2021	$ 647	(21,719,966)	(21,719,319)
Balance at the end (in shares) at Jun. 30, 2021	6,468,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income/loss		6,031,516	6,031,516
Balance at the end at Sep. 30, 2021	$ 647	$ (15,688,450)	$ (15,687,803)
Balance at the end (in shares) at Sep. 30, 2021	6,468,750

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income		$ 4,644,993	$ (1,617,438)	$ 4,414,078
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	$ (7,058,027)	(5,557,500)		(7,613,782)
Income from investments held in Trust Account	(3,331)			(54,873)
Changes in operating assets and liabilities:
Prepaid expenses				257,900
Accounts payable				(52,278)
Accrued expenses				1,758,143
Franchise tax payable				62,006
Net cash used in operating activities				(1,228,806)
Net decrease in cash				(1,228,806)
Cash - beginning of the period		$ 1,764,324	$ 1,764,324	1,764,324
Cash - end of the period	$ 535,518			$ 535,518

Description of Organization, Bu

Description of Organization, Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization, Business Operations
Description of Organization, Business Operations	Note 1—Description of Organization, Business Operations ​ Organization and General Seven Oaks Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from September 23, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, since the initial public offering, the search for a target for its initial Business Combination. 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 in the form of interest and investment income on investments held in trust account from the proceeds derived from the Initial Public Offering. The Company’s fiscal year end is December 31. Sponsor and Financing The Company’s sponsor is Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 17, 2020. On December 22, 2020, the Company consummated its Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,375,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $3.1 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,587,500 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $5.6 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $258.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding advisory fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) 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. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 22, 2022 (the “Combination Period”), or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the amended and restated certificate of incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser 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 interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than 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. Proposed Business Combination and Proposed Private Placement ​ On June 13, 2021, the Company (“SVOK”), entered into an agreement and plan of merger by and among SVOK, Blossom Merger Sub Inc., a direct, wholly-owned subsidiary of SVOK (“Blossom Merger Sub”), Blossom Merger Sub II, LLC, a direct, wholly-owned subsidiary of SVOK (“Blossom Merger Sub II”), and Giddy Inc., a Delaware corporation (“Boxed”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement has been approved by SVOK’s and Boxed’s board of directors and adopted by Boxed’s stockholders. If the Merger Agreement is approved by SVOK’s stockholders, and the transactions contemplated by the Merger Agreement are consummated, (a) Blossom Merger Sub will merge with and into Boxed (the “First Merger”), with Boxed being the surviving entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of the Company (the “Surviving Corporation”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Blossom Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Blossom Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of the Company (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, SVOK will be renamed “Boxed, Inc.” and is referred to herein as “New Boxed” as of the time following such change of name. ​ Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional accredited investors (the “PIPE Investors”) entered into subscription agreements pursuant to which the PIPE Investors have committed to subscribe for and purchase up to an aggregate of 3,250,000 shares of Parent common stock (the “PIPE Shares”) at a purchase price per share of $10.00. Certain of the Company’s officers and directors have committed to purchase an aggregate of 100,000 of the PIPE Shares as part of the PIPE Investment. The purchase of the PIPE Shares will be consummated concurrently with the closing. ​ Under the Merger Agreement, SVOK has agreed to acquire all of the outstanding equity interests of Boxed for approximately $550 million in aggregate consideration to be paid at the effective time of the Business Combination. Such consideration will be paid in stock in New Boxed, calculated based on the per share merger consideration value formula as set forth in the Merger Agreement and, in the case of the shares of common stock of New Boxed, calculated based on a price of $10 per share (the “Closing Price”). ​ Pursuant to the Merger Agreement, at the effective time of the Business Combination, each option exercisable for Boxed equity that is outstanding and unexercised immediately prior to the effective time of the Business Combination shall be assumed and converted into a newly issued option exercisable for Class A common stock of New Boxed. ​ The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of Boxed and SVOK and its subsidiaries prior to the closing of the Business Combination. ​ The closing of the Business Combination is subject to certain customary conditions, including, among other things: (i) approval by SVOK’s stockholders of the Merger Agreement, the Business Combination and certain other actions related thereto; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iii) SVOK having at least $175 million of cash at the closing of the Business Combination, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements (as defined below), after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Business Combination and the payment of Boxed’s and certain of SVOK’s outstanding transaction expenses as contemplated by the Merger Agreement (the “Minimum Cash Condition”); ​ For further details on the contemplated merger, please see the Form 8-K filed with the Securities and Exchange Commission on June 14, 2021, and the Company’s Form S-4/A filing on October 22, 2021. ​ Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $536,000 in its operating bank accounts and a negative working capital of approximately $824,000, (not taking into account tax obligations of approximately $117,000 that may be paid using investment income earned from Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor and Jones & Associates, Inc. (“Jones & Associates”) to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $105,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December 22, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated, to provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 22, 2022 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate its business combination described above by December 22, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from our 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, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of December 22, 2022. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that 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. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. ​

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation (as restated)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies and Basis of Presentation (as restated)
Summary of Significant Accounting Policies and Basis of Presentation	Note 2—Summary of Significant Accounting Policies and Basis of Presentation (as restated) Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021. The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. ​ Restatement to Previously Reported Financial Statements ​ The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Amendment No. 2 to the Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on December 3, 2021. ​ After preparing and filing, the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. ​ In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present (i) all Class A common stock subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and (iii) to correct its earnings per share calculation. As such, the Company is reporting these restatements to those Affected Quarterly Periods in this quarterly report. ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 Reported Adjustment As Restated Total assets $ 260,975,173 $ — $ 260,975,173 Total liabilities $ 17,682,061 $ — $ 17,682,061 Class A common stock subject to possible redemption ​ 238,293,110 ​ 20,456,890 ​ 258,750,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 205 ​ (205) ​ — Class B common stock ​ 647 ​ — ​ 647 Additional paid-in capital ​ 4,571,900 ​ (4,571,900) ​ — Accumulated deficit ​ ​ 427,250 ​ ​ (15,884,785) ​ ​ (15,457,535) Total stockholders’ equity (deficit) $ 5,000,002 $ (20,456,890) $ (15,456,888) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 260,975,173 ​ $ — ​ $ 260,975,173 Shares of Class A common stock subject to possible redemption ​ ​ 23,829,311 ​ ​ 2,045,689 ​ ​ 25,875,000 Shares of Class A Common stock ​ ​ 2,045,689 ​ ​ (2,045,689) ​ ​ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ Statement of Cash Flows for the three months ended March 31, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Change in Value of Class A common stock subject to possible redemption ​ $ 4,645,000 ​ $ (4,645,000) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 Reported Adjustment As Restated Total assets ​ $ 260,319,739 ​ $ — ​ $ 260,319,739 Total liabilities ​ $ 23,289,058 ​ $ — ​ $ 23,289,058 Class A common stock subject to possible redemption ​ 232,030,680 ​ 26,719,320 ​ 258,750,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 268 ​ (268) ​ — Class B common stock ​ 647 ​ — ​ 647 Additional paid-in capital ​ 10,834,267 ​ (10,834,267) ​ — Accumulated deficit ​ (5,835,181) ​ (15,884,785) ​ (21,719,966) Total stockholders' equity (deficit) ​ $ 5,000,001 ​ $ (26,719,320) ​ $ (21,719,319) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) ​ $ 260,319,739 ​ $ — ​ $ 260,319,739 Shares of Class A common stock subject to possible redemption ​ ​ 23,203,068 ​ ​ 2,671,932 ​ ​ 25,875,000 Shares of Class A Common stock ​ ​ 2,671,932 ​ ​ (2,671,932) ​ ​ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the six months ended June 30, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Change in Value of Class A common stock subject to possible redemption ​ $ (1,617,430) ​ $ 1,617,430 ​ $ — ​ The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ As Reported Adjustment As Restated For the Three Months Ended March 31, 2021 ​ ​ ​ Net income ​ $ 4,644,993 ​ $ — ​ $ 4,644,993 Weighted average shares outstanding ​ 25,217,311 ​ 657,689 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ 0.14 ​ $ 0.14 Weighted average shares outstanding - Class B common stock ​ 7,126,439 ​ (657,689) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ 0.65 ​ $ (0.51) ​ $ 0.14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ As Reported Adjustment As Restated For the Three Months Ended June 30, 2021 ​ ​ ​ Net loss ​ $ (6,262,431) ​ $ — ​ $ (6,262,431) Weighted average shares outstanding - Class A common stock ​ 23,822,429 ​ 2,052,571 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ (0.19) ​ $ (0.19) Weighted average shares outstanding - Class B common stock ​ 8,521,321 ​ (2,052,571) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ (0.73) ​ $ 0.54 ​ $ (0.19) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ ​ As Reported ​ Adjustment ​ As Restated For the Six Months Ended June 30, 2021 ​ ​ ​ Net loss ​ $ (1,617,438) ​ $ — ​ $ (1,617,438) Weighted average shares outstanding - Class A common stock ​ 23,597,451 ​ 2,277,549 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ (0.05) ​ $ (0.05) Weighted average shares outstanding - Class B common stock ​ 8,746,299 ​ (2,277,549) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ (0.18) ​ $ 0.13 ​ $ (0.05) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of stockholders’ equity for the three months ended March 31, 2021, and the three and six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Six Months ended June 30, 2021 ​ ​ Total Stockholders' ​ ​ ​ ​ Total Stockholders' ​ ​ Equity (Deficit), As ​ ​ ​ ​ Equity (Deficit), As ​ ​ Reported ​ Adjustment ​ Restated Balance - December 31, 2020 $ (20,101,881) $ — $ (20,101,881) Common stock subject to possible redemption ​ (4,645,000) ​ 4,645,000 ​ — Net income ​ 4,644,993 ​ — ​ 4,644,993 Balance - March 31, 2021 (unaudited) ​ $ (20,101,888) ​ — ​ $ (15,456,888) Common stock subject to possible redemption ​ 6,262,430 ​ $ (6,262,430) ​ — Net loss ​ (6,262,431) ​ — ​ (6,262,431) Balance - June 30, 2021 (unaudited) ​ $ (20,101,889) ​ $ (1,617,430) ​ $ (21,719,319) ​ Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non- affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at September 30, 2021 or December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of September 30, 2021, and December 31, 2020, are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The Company accounts for its 18,525,000 warrants issued in connection with its Initial Public Offering (12,937,500) and Private Placement (5,587,500) as derivative warrant liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity As of September 30, 2021, the Company used market observed prices to determine fair value. Additionally, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the issuance of Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 25,875,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of the Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective periods. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,525,000 shares of Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the Class A common stock subject to redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 4,825,213 ​ $ 1,206,303 ​ $ 3,531,262 ​ $ 882,816 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 25,875,000 ​ ​ 6,468,750 ​ ​ 25,875,000 ​ ​ 6,468,750 Basic and diluted net income per common share ​ $ 0.19 ​ $ 0.19 ​ $ 0.14 ​ $ 0.14 ​ Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. FASB 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 as income tax expense. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 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 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering.
Initial Public Offering	Note 3—Initial Public Offering On December 22, 2020, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $3.1 million. Each Unit consists of one share of Class A common stock, and one

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On October 13, 2020, the Sponsor and Jones & Associates, an affiliate of one of the underwriters of the Initial Public Offering, purchased 4,715,000 and 1,035,000 shares of the Company’s Class B common stock, par value $0.0001 per share, respectively, for an aggregate of 5,750,000 shares (the “Founder Shares”) for a total purchase price of $25,000. On December 17, 2020, the Company effected a 1.125-for-1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 6,468,750 Founder Shares outstanding, up to 843,750 shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 22, 2020; thus, these 843,750 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,587,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $5.6 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $105,000 under the Note and repaid the Note in full on December 22, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Service and Administrative Fees Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, secretarial and administrative services provided to members of the management team. For the three and nine months ended on September 30, 2021, Company incurred and paid approximately $60,000 and $180,000 in expenses for these services, respectively, included as general and administrative expenses, related party on the accompanying condensed consolidated statement of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.10 per Unit, or approximately $2.6 million, paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company engaged certain underwriters in connection with the Business Combination to assist the Company in holding meetings with the 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 the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The scope of engagement excludes identifying and/or evaluating possible acquisition candidates. Pursuant to the agreement with underwriters, the marketing fee payable to the underwriters will be 3.5% of the gross proceeds of the Initial Public Offering. The marketing fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of such agreement.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Warrant Liabilities
Derivative Warrant Liabilities	Note 6 — Derivative Warrant Liabilities As of September 30, 2021, and December 31, 2020, the Company had 12,937,500 Public Warrants and 5,587,500 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ● if the closing price of the shares of Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of the Class A common stock during the ten trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption	Note 7 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 25,875,000 shares of Class A common stock outstanding subject to possible redemption. ​ The Class A common stock subject to possible redemption reflected on the balance sheets as of September 30, 2021 and December 31, 2020, is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds $ 258,750,000 Less: ​ Fair value of Public Warrants at issuance ​ (12,937,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (2,971,639) Plus: ​ Accretion of carrying value to redemption value ​ 15,909,139 Class A common stock subject to possible redemption ​ $ 258,750,000 ​

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 8—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 9—Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of September 30, 2021 ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account $ 258,804,731 $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - public warrants ​ $ 10,337,063 ​ $ — ​ $ — Derivative warrant liabilities - private warrants ​ ​ — ​ $ 4,464,410 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of December 31, 2020 ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ Investments held in Trust Account $ 258,749,858 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Derivative warrant liabilities - public warrants ​ $ — ​ $ — ​ $ 15,654,375 Derivative warrant liabilities - private warrants ​ ​ — ​ ​ — ​ $ 6,760,880 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. In the nine months ended September 30, 2021, the estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as the Public Warrants were separately listed and traded beginning in February 2021. Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. In the nine months ended September 30, 2021, the estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As such, the Private Placement Warrants are classified as Level 2. The change in the fair value of derivative warrant liabilities for three and nine months ended September 30, 2021, is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Private Warrants Total Derivative warrant liabilities at January 1, 2021 ​ $ 15,654,375 ​ $ 6,760,880 ​ $ 22,415,255 Change in fair value of derivative warrant liabilities ​ (3,881,250) ​ (1,676,250) ​ (5,557,500) Derivative warrant liabilities at March 31, 2021 ​ ​ 11,773,125 ​ ​ 5,084,630 ​ ​ 16,857,755 Change in fair value of derivative warrant liabilities ​ ​ 3,493,125 ​ ​ 1,508,620 ​ ​ 5,001,745 Derivative warrant liabilities at June 30, 2021 ​ ​ 15,266,250 ​ ​ 6,593,250 ​ ​ 21,859,500 Change in fair value of derivative warrant liabilities ​ ​ (4,929,187) ​ ​ (2,128,840) ​ ​ (7,058,027) Derivative warrant liabilities at September 30, 2021 ​ $ 10,337,063 ​ $ 4,464,410 ​ $ 14,801,473 ​

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 upon 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 and Basis of Presentation (as restated) (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies and Basis of Presentation (as restated)
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021. The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. ​ Restatement to Previously Reported Financial Statements ​ The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Amendment No. 2 to the Annual Report on Form 10-K for the period ended December 31, 2020, filed with the SEC on December 3, 2021. ​ After preparing and filing, the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. ​ In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present (i) all Class A common stock subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and (iii) to correct its earnings per share calculation. As such, the Company is reporting these restatements to those Affected Quarterly Periods in this quarterly report. ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 Reported Adjustment As Restated Total assets $ 260,975,173 $ — $ 260,975,173 Total liabilities $ 17,682,061 $ — $ 17,682,061 Class A common stock subject to possible redemption ​ 238,293,110 ​ 20,456,890 ​ 258,750,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 205 ​ (205) ​ — Class B common stock ​ 647 ​ — ​ 647 Additional paid-in capital ​ 4,571,900 ​ (4,571,900) ​ — Accumulated deficit ​ ​ 427,250 ​ ​ (15,884,785) ​ ​ (15,457,535) Total stockholders’ equity (deficit) $ 5,000,002 $ (20,456,890) $ (15,456,888) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 260,975,173 ​ $ — ​ $ 260,975,173 Shares of Class A common stock subject to possible redemption ​ ​ 23,829,311 ​ ​ 2,045,689 ​ ​ 25,875,000 Shares of Class A Common stock ​ ​ 2,045,689 ​ ​ (2,045,689) ​ ​ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ Statement of Cash Flows for the three months ended March 31, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Change in Value of Class A common stock subject to possible redemption ​ $ 4,645,000 ​ $ (4,645,000) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 Reported Adjustment As Restated Total assets ​ $ 260,319,739 ​ $ — ​ $ 260,319,739 Total liabilities ​ $ 23,289,058 ​ $ — ​ $ 23,289,058 Class A common stock subject to possible redemption ​ 232,030,680 ​ 26,719,320 ​ 258,750,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 268 ​ (268) ​ — Class B common stock ​ 647 ​ — ​ 647 Additional paid-in capital ​ 10,834,267 ​ (10,834,267) ​ — Accumulated deficit ​ (5,835,181) ​ (15,884,785) ​ (21,719,966) Total stockholders' equity (deficit) ​ $ 5,000,001 ​ $ (26,719,320) ​ $ (21,719,319) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) ​ $ 260,319,739 ​ $ — ​ $ 260,319,739 Shares of Class A common stock subject to possible redemption ​ ​ 23,203,068 ​ ​ 2,671,932 ​ ​ 25,875,000 Shares of Class A Common stock ​ ​ 2,671,932 ​ ​ (2,671,932) ​ ​ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the six months ended June 30, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Change in Value of Class A common stock subject to possible redemption ​ $ (1,617,430) ​ $ 1,617,430 ​ $ — ​ The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ As Reported Adjustment As Restated For the Three Months Ended March 31, 2021 ​ ​ ​ Net income ​ $ 4,644,993 ​ $ — ​ $ 4,644,993 Weighted average shares outstanding ​ 25,217,311 ​ 657,689 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ 0.14 ​ $ 0.14 Weighted average shares outstanding - Class B common stock ​ 7,126,439 ​ (657,689) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ 0.65 ​ $ (0.51) ​ $ 0.14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ As Reported Adjustment As Restated For the Three Months Ended June 30, 2021 ​ ​ ​ Net loss ​ $ (6,262,431) ​ $ — ​ $ (6,262,431) Weighted average shares outstanding - Class A common stock ​ 23,822,429 ​ 2,052,571 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ (0.19) ​ $ (0.19) Weighted average shares outstanding - Class B common stock ​ 8,521,321 ​ (2,052,571) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ (0.73) ​ $ 0.54 ​ $ (0.19) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ ​ As Reported ​ Adjustment ​ As Restated For the Six Months Ended June 30, 2021 ​ ​ ​ Net loss ​ $ (1,617,438) ​ $ — ​ $ (1,617,438) Weighted average shares outstanding - Class A common stock ​ 23,597,451 ​ 2,277,549 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ (0.05) ​ $ (0.05) Weighted average shares outstanding - Class B common stock ​ 8,746,299 ​ (2,277,549) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ (0.18) ​ $ 0.13 ​ $ (0.05) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of stockholders’ equity for the three months ended March 31, 2021, and the three and six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Six Months ended June 30, 2021 ​ ​ Total Stockholders' ​ ​ ​ ​ Total Stockholders' ​ ​ Equity (Deficit), As ​ ​ ​ ​ Equity (Deficit), As ​ ​ Reported ​ Adjustment ​ Restated Balance - December 31, 2020 $ (20,101,881) $ — $ (20,101,881) Common stock subject to possible redemption ​ (4,645,000) ​ 4,645,000 ​ — Net income ​ 4,644,993 ​ — ​ 4,644,993 Balance - March 31, 2021 (unaudited) ​ $ (20,101,888) ​ — ​ $ (15,456,888) Common stock subject to possible redemption ​ 6,262,430 ​ $ (6,262,430) ​ — Net loss ​ (6,262,431) ​ — ​ (6,262,431) Balance - June 30, 2021 (unaudited) ​ $ (20,101,889) ​ $ (1,617,430) ​ $ (21,719,319) ​
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non- affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at September 30, 2021 or December 31, 2020.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of September 30, 2021, and December 31, 2020, are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The Company accounts for its 18,525,000 warrants issued in connection with its Initial Public Offering (12,937,500) and Private Placement (5,587,500) as derivative warrant liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity As of September 30, 2021, the Company used market observed prices to determine fair value. Additionally, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the issuance of Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 25,875,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of the Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective periods. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,525,000 shares of Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the Class A common stock subject to redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 4,825,213 ​ $ 1,206,303 ​ $ 3,531,262 ​ $ 882,816 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 25,875,000 ​ ​ 6,468,750 ​ ​ 25,875,000 ​ ​ 6,468,750 Basic and diluted net income per common share ​ $ 0.19 ​ $ 0.19 ​ $ 0.14 ​ $ 0.14
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. FASB 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 as income tax expense. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 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 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies and Basis of Presentation (as restated)
Summary of impact of the revision on the Company's financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 Reported Adjustment As Restated Total assets $ 260,975,173 $ — $ 260,975,173 Total liabilities $ 17,682,061 $ — $ 17,682,061 Class A common stock subject to possible redemption ​ 238,293,110 ​ 20,456,890 ​ 258,750,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 205 ​ (205) ​ — Class B common stock ​ 647 ​ — ​ 647 Additional paid-in capital ​ 4,571,900 ​ (4,571,900) ​ — Accumulated deficit ​ ​ 427,250 ​ ​ (15,884,785) ​ ​ (15,457,535) Total stockholders’ equity (deficit) $ 5,000,002 $ (20,456,890) $ (15,456,888) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) ​ $ 260,975,173 ​ $ — ​ $ 260,975,173 Shares of Class A common stock subject to possible redemption ​ ​ 23,829,311 ​ ​ 2,045,689 ​ ​ 25,875,000 Shares of Class A Common stock ​ ​ 2,045,689 ​ ​ (2,045,689) ​ ​ — ​ Statement of Cash Flows for the three months ended March 31, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Change in Value of Class A common stock subject to possible redemption ​ $ 4,645,000 ​ $ (4,645,000) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 Reported Adjustment As Restated Total assets ​ $ 260,319,739 ​ $ — ​ $ 260,319,739 Total liabilities ​ $ 23,289,058 ​ $ — ​ $ 23,289,058 Class A common stock subject to possible redemption ​ 232,030,680 ​ 26,719,320 ​ 258,750,000 Preferred stock ​ — ​ — ​ — Class A common stock ​ 268 ​ (268) ​ — Class B common stock ​ 647 ​ — ​ 647 Additional paid-in capital ​ 10,834,267 ​ (10,834,267) ​ — Accumulated deficit ​ (5,835,181) ​ (15,884,785) ​ (21,719,966) Total stockholders' equity (deficit) ​ $ 5,000,001 ​ $ (26,719,320) ​ $ (21,719,319) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) ​ $ 260,319,739 ​ $ — ​ $ 260,319,739 Shares of Class A common stock subject to possible redemption ​ ​ 23,203,068 ​ ​ 2,671,932 ​ ​ 25,875,000 Shares of Class A Common stock ​ ​ 2,671,932 ​ ​ (2,671,932) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the six months ended June 30, 2021 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Change in Value of Class A common stock subject to possible redemption ​ $ (1,617,430) ​ $ 1,617,430 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ As Reported Adjustment As Restated For the Three Months Ended March 31, 2021 ​ ​ ​ Net income ​ $ 4,644,993 ​ $ — ​ $ 4,644,993 Weighted average shares outstanding ​ 25,217,311 ​ 657,689 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ 0.14 ​ $ 0.14 Weighted average shares outstanding - Class B common stock ​ 7,126,439 ​ (657,689) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ 0.65 ​ $ (0.51) ​ $ 0.14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ As Reported Adjustment As Restated For the Three Months Ended June 30, 2021 ​ ​ ​ Net loss ​ $ (6,262,431) ​ $ — ​ $ (6,262,431) Weighted average shares outstanding - Class A common stock ​ 23,822,429 ​ 2,052,571 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ (0.19) ​ $ (0.19) Weighted average shares outstanding - Class B common stock ​ 8,521,321 ​ (2,052,571) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ (0.73) ​ $ 0.54 ​ $ (0.19) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ ​ As Reported ​ Adjustment ​ As Restated For the Six Months Ended June 30, 2021 ​ ​ ​ Net loss ​ $ (1,617,438) ​ $ — ​ $ (1,617,438) Weighted average shares outstanding - Class A common stock ​ 23,597,451 ​ 2,277,549 ​ 25,875,000 Basic and diluted income (loss) per share - Class A common stock ​ $ — ​ $ (0.05) ​ $ (0.05) Weighted average shares outstanding - Class B common stock ​ 8,746,299 ​ (2,277,549) ​ 6,468,750 Basic and diluted income (loss) per share - Class B common stock ​ $ (0.18) ​ $ 0.13 ​ $ (0.05) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Six Months ended June 30, 2021 ​ ​ Total Stockholders' ​ ​ ​ ​ Total Stockholders' ​ ​ Equity (Deficit), As ​ ​ ​ ​ Equity (Deficit), As ​ ​ Reported ​ Adjustment ​ Restated Balance - December 31, 2020 $ (20,101,881) $ — $ (20,101,881) Common stock subject to possible redemption ​ (4,645,000) ​ 4,645,000 ​ — Net income ​ 4,644,993 ​ — ​ 4,644,993 Balance - March 31, 2021 (unaudited) ​ $ (20,101,888) ​ — ​ $ (15,456,888) Common stock subject to possible redemption ​ 6,262,430 ​ $ (6,262,430) ​ — Net loss ​ (6,262,431) ​ — ​ (6,262,431) Balance - June 30, 2021 (unaudited) ​ $ (20,101,889) ​ $ (1,617,430) ​ $ (21,719,319)
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 4,825,213 ​ $ 1,206,303 ​ $ 3,531,262 ​ $ 882,816 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 25,875,000 ​ ​ 6,468,750 ​ ​ 25,875,000 ​ ​ 6,468,750 Basic and diluted net income per common share ​ $ 0.19 ​ $ 0.19 ​ $ 0.14 ​ $ 0.14

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Class A Common Stock Subject to Possible Redemption
Schedule of reconciliation of Class A common stock reflected on the balance sheet	The Class A common stock subject to possible redemption reflected on the balance sheets as of September 30, 2021 and December 31, 2020, is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds $ 258,750,000 Less: ​ Fair value of Public Warrants at issuance ​ (12,937,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (2,971,639) Plus: ​ Accretion of carrying value to redemption value ​ 15,909,139 Class A common stock subject to possible redemption ​ $ 258,750,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of September 30, 2021 ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account $ 258,804,731 $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - public warrants ​ $ 10,337,063 ​ $ — ​ $ — Derivative warrant liabilities - private warrants ​ ​ — ​ $ 4,464,410 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of December 31, 2020 ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ Investments held in Trust Account $ 258,749,858 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Derivative warrant liabilities - public warrants ​ $ — ​ $ — ​ $ 15,654,375 Derivative warrant liabilities - private warrants ​ ​ — ​ ​ — ​ $ 6,760,880
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Private Warrants Total Derivative warrant liabilities at January 1, 2021 ​ $ 15,654,375 ​ $ 6,760,880 ​ $ 22,415,255 Change in fair value of derivative warrant liabilities ​ (3,881,250) ​ (1,676,250) ​ (5,557,500) Derivative warrant liabilities at March 31, 2021 ​ ​ 11,773,125 ​ ​ 5,084,630 ​ ​ 16,857,755 Change in fair value of derivative warrant liabilities ​ ​ 3,493,125 ​ ​ 1,508,620 ​ ​ 5,001,745 Derivative warrant liabilities at June 30, 2021 ​ ​ 15,266,250 ​ ​ 6,593,250 ​ ​ 21,859,500 Change in fair value of derivative warrant liabilities ​ ​ (4,929,187) ​ ​ (2,128,840) ​ ​ (7,058,027) Derivative warrant liabilities at September 30, 2021 ​ $ 10,337,063 ​ $ 4,464,410 ​ $ 14,801,473

Description of Organization, _2

Description of Organization, Business Operations (Details)	Jun. 13, 2021USD ($)$ / sharesshares	Dec. 22, 2020USD ($)$ / sharesshares	Sep. 23, 2020	Sep. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued | shares				18,525,000
Cash held outside the Trust Account				$ 535,518	$ 1,764,324
Condition for future business combination number of businesses minimum			1
Condition for future business combination use of proceeds percentage				80.00%
Condition For Future Business Combination Threshold Percentage Ownership				50.00%
Condition for future business combination threshold net tangible assets				$ 5,000,001
Redemption limit percentage without prior consent				15.00%
Months to complete acquisition				24 months
Maximum allowed dissolution expenses				$ 100,000
Operating bank accounts				536,000
Working capital				824,000
Account tax obligations				117,000
Business Combination Agreement
Subsidiary, Sale of Stock [Line Items]
Aggregate consideration to be paid	$ 550,000,000
Minimum cash to be held at the closing	$ 175,000,000
Purchase price per share | $ / shares	$ 10
PIPE Investors | Business Combination Agreement
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10
Number of shares to be issued | shares	3,250,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of shares				105,000
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of shares				$ 25,000
Officers and directors | PIPE Investors | Business Combination Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares to be issued | shares	100,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares				$ 10
Redemption limit percentage without prior consent				100.00%
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants				$ 5,600,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		25,875,000
Purchase price, per unit | $ / shares				$ 10
Proceeds from issuance initial public offering		$ 258,800,000
Number of warrants issued | shares				12,937,500
Other offering costs		$ 3,100,000
Initial Public Offering | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares				$ 10
Investment of cash into Trust Account				$ 258,800,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares				$ 1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		3,375,000
Purchase price, per unit | $ / shares		$ 10
Offering costs		$ 3,100,000
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued | shares				5,587,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation (as restated) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Minimum net tangible assets	$ 5,000,001
Cash equivalents	$ 0		$ 0
Number of warrants issued	18,525,000
Accrued interest and penalties		$ 0	$ 0
Total annual gross revenue	$ 1,070,000,000
Market Value Of Common Stock	700,000,000
Non-convertible debt securities	$ 1,000,000,000
Private Placement
Number of warrants issued	5,587,500
Public Warrants
Class of Warrant or Right, Outstanding	12,937,500		12,937,500
Private Placement Warrants
Class of Warrant or Right, Outstanding	5,587,500		5,587,500
Initial Public Offering
Number of warrants issued	12,937,500
Initial Public Offering | Private Placement Warrants
Payments for investment of cash in Trust Account	$ 258,800,000
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	18,525,000
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	25,875,000		25,875,000
Class A common stock subject to possible redemption, outstanding (in shares)	25,875,000		25,875,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies and Basis of Presentation (as restated) - Restatement on the audited balance sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Total assets	$ 259,841,890	$ 260,319,739	$ 260,975,173	$ 261,273,723
Total liabilities	16,779,693	23,289,058		22,625,604
Class A common stock subject to possible redemption		258,750,000	258,750,000
Preferred stock
Accumulated deficit	(15,688,450)	(21,719,966)	(15,457,535)	(20,102,528)
Total stockholders' deficit	(15,687,803)	(21,719,319)	(15,456,888)	(20,101,881)
Total Liabilities, Class A common stock subject to possible redemption and Stockholders' Deficit	259,841,890	$ 260,319,739	$ 260,975,173	261,273,723
Class A common stock subject to possible redemption, issued (in shares)			25,875,000
Class A Common Stock Subject to Redemption
Total liabilities			$ 17,682,061
Class A common stock subject to possible redemption	$ 258,750,000			$ 258,750,000
Temporary equity, share price	$ 10			$ 10
Class A common stock subject to possible redemption, issued (in shares)	25,875,000	25,875,000		25,875,000
Class B Common Stock
Common stock	$ 647	$ 647	647	$ 647
As Previously Reported
Total assets		260,319,739	260,975,173
Total liabilities		23,289,058
Class A common stock subject to possible redemption		232,030,680	238,293,110
Additional paid-in capital		10,834,267	4,571,900
Accumulated deficit		(5,835,181)	427,250
Total stockholders' deficit		(20,101,889)	(20,101,888)	$ (20,101,881)
Total Liabilities, Class A common stock subject to possible redemption and Stockholders' Deficit		260,319,739	$ 260,975,173
Class A common stock subject to possible redemption, issued (in shares)			23,829,311
As Previously Reported | Class A Common Stock
Common stock		268	$ 205
As Previously Reported | Class A Common Stock Subject to Redemption
Total liabilities			17,682,061
Common stock		$ 2,671,932	2,045,689
Class A common stock subject to possible redemption, issued (in shares)		23,203,068
As Previously Reported | Class B Common Stock
Common stock		$ 647	647
Restatement Adjustment
Class A common stock subject to possible redemption		26,719,320	20,456,890
Additional paid-in capital		(10,834,267)	(4,571,900)
Accumulated deficit		(15,884,785)	(15,884,785)
Total stockholders' deficit		(1,617,430)	$ (20,456,890)
Class A common stock subject to possible redemption, issued (in shares)			2,045,689
Restatement Adjustment | Class A Common Stock
Common stock		(268)	$ (205)
Restatement Adjustment | Class A Common Stock Subject to Redemption
Common stock		$ (2,671,932)	$ (2,045,689)
Class A common stock subject to possible redemption, issued (in shares)		2,671,932

Summary of Significant Accoun_6

Summary of Significant Accounting Policies and Basis of Presentation (as restated) - Restatement on cash flow statement (Details) - Class A Common Stock Subject to Redemption - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported
Supplemental Disclosure of Noncash Financing Activities:
Change in Value of Class A common stock subject to possible redemption	$ 4,645,000	$ (1,617,430)
Restatement Adjustment
Supplemental Disclosure of Noncash Financing Activities:
Change in Value of Class A common stock subject to possible redemption	$ (4,645,000)	$ 1,617,430

Summary of Significant Accoun_7

Summary of Significant Accounting Policies and Basis of Presentation (as restated) - Restatement on earnings per share (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Net income		$ (6,262,431)	$ 4,644,993	$ (1,617,438)	$ 4,414,078
Class A Common Stock
Weighted average shares outstanding, basic	25,875,000	25,875,000	25,875,000	25,875,000	25,875,000
Weighted average shares outstanding, Diluted	25,875,000		25,875,000	25,875,000	25,875,000
Basic, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14	$ (0.05)	$ 0.14
Diluted, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14		$ 0.14
Class B Common Stock
Weighted average shares outstanding, basic	6,468,750	6,468,750	6,468,750	6,468,750	6,468,750
Weighted average shares outstanding, Diluted	6,468,750			6,468,750	6,468,750
Basic, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14	$ (0.05)	$ 0.14
Diluted, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14	$ (0.05)	$ 0.14
As Previously Reported
Net income		$ (6,262,431)	$ 4,644,993	$ (1,617,438)
As Previously Reported | Class A Common Stock
Weighted average shares outstanding, basic		23,822,429	25,217,311	23,597,451
Diluted, net income (loss) per common share				$ 0
As Previously Reported | Class B Common Stock
Weighted average shares outstanding, basic		8,521,321	7,126,439	8,746,299
Weighted average shares outstanding, Diluted				8,746,299
Basic, net income (loss) per common share		$ (0.73)	$ 0.65	$ (0.18)
Diluted, net income (loss) per common share				$ (0.18)
Restatement Adjustment | Class A Common Stock
Weighted average shares outstanding, basic		2,052,571	657,689	2,277,549
Weighted average shares outstanding, Diluted				2,277,549
Basic, net income (loss) per common share		$ (0.19)	$ 0.14	$ (0.05)
Diluted, net income (loss) per common share				$ (0.05)
Restatement Adjustment | Class B Common Stock
Weighted average shares outstanding, basic		(2,052,571)	(657,689)	(2,277,549)
Weighted average shares outstanding, Diluted				(2,277,549)
Basic, net income (loss) per common share		$ 0.54	$ (0.51)	$ 0.13
Diluted, net income (loss) per common share			$ (0.51)	$ 0.13

Summary of Significant Accoun_8

Summary of Significant Accounting Policies and Basis of Presentation (as restated) - Restatement on statement of stockholders' equity (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Stockholders' Deficit:
Balance at the beginning	$ (21,719,319)	$ (15,456,888)	$ (20,101,881)	$ (20,101,881)
Net income/loss	6,031,516	(6,262,431)	4,644,993	4,414,078
Balance at the end	(15,687,803)	(21,719,319)	(15,456,888)	(15,687,803)
As Previously Reported
Stockholders' Deficit:
Balance at the beginning	(20,101,889)	(20,101,888)	(20,101,881)	$ (20,101,881)
Common stock subject to possible redemption		6,262,430	(4,645,000)
Net income/loss		(6,262,431)	4,644,993
Balance at the end		(20,101,889)	(20,101,888)
Restatement Adjustment
Stockholders' Deficit:
Balance at the beginning	$ (1,617,430)	(20,456,890)
Common stock subject to possible redemption		(6,262,430)	4,645,000
Balance at the end		$ (1,617,430)	$ (20,456,890)

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income	$ 4,825,213				$ 3,531,262
Denominator:
Weighted average shares outstanding, basic	25,875,000	25,875,000	25,875,000	25,875,000	25,875,000
Weighted average shares outstanding, Diluted	25,875,000		25,875,000	25,875,000	25,875,000
Basic, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14	$ (0.05)	$ 0.14
Diluted, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14		$ 0.14
Class B Common Stock
Numerator:
Allocation of net income	$ 1,206,303				$ 882,816
Denominator:
Weighted average shares outstanding, basic	6,468,750	6,468,750	6,468,750	6,468,750	6,468,750
Weighted average shares outstanding, Diluted	6,468,750			6,468,750	6,468,750
Basic, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14	$ (0.05)	$ 0.14
Diluted, net income (loss) per common share	$ 0.19	$ (0.19)	$ 0.14	$ (0.05)	$ 0.14

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 22, 2020	Sep. 30, 2021
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10
Exercise price of warrants		11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	25,875,000
Purchase price, per unit		$ 10
Proceeds from issuance initial public offering	$ 258.8
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		0.5
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,375,000
Purchase price, per unit	$ 10
Proceeds from issuance of shares	$ 258.8
Offering costs	$ 3.1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Dec. 17, 2020shares	Oct. 13, 2020USD ($)$ / sharesshares	Sep. 30, 2021$ / sharesshares	Dec. 31, 2020$ / sharesshares	Dec. 22, 2020shares	Sep. 30, 2020shares
Class B Common Stock
Related Party Transaction [Line Items]
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding			6,468,750	6,468,750		6,468,750
Founder Shares | Sponsor | Initial Public Offering
Related Party Transaction [Line Items]
Number of shares issued		4,715,000
Founder Shares | Jones & Associates
Related Party Transaction [Line Items]
Number of shares issued		1,035,000
Founder Shares | Sponsor and Jones & Associates
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Aggregate number of shares owned		5,750,000
Common Stock, Shares, Outstanding	6,468,750
Shares subject to forfeiture	843,750
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			20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Sponsor and Jones & Associates | Over-allotment option
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture					843,750
Founder Shares | Sponsor and Jones & Associates | Class B Common Stock
Related Party Transaction [Line Items]
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.0001
Stock split	1
Common Stock, Shares, Outstanding	6,468,750

Related Party Transactions - Pr

Related Party Transactions - Private placement warrants (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Number of warrants issued	18,525,000
Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants issued	5,587,500
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants | $	$ 5.6
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Number of shares per warrant	1
Exercise price of warrant | $ / shares	$ 11.50

Related Party Transactions - Re

Related Party Transactions - Related party transactions (Details) - Related Party Loans - USD ($)	Dec. 22, 2020	Oct. 13, 2020	Sep. 30, 2021
Related Party Transaction [Line Items]
Proceeds from related party note		$ 300,000
Repayment of debt	$ 105,000
Price of warrants (in dollars per share)			$ 1
Working Capital Loans
Related Party Transaction [Line Items]
Loans convertible into warrants			$ 1,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Oct. 13, 2020	Sep. 30, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
General and administrative expenses - related party		$ 60,000	$ 180,000
Service and Administrative Fees
Related Party Transaction [Line Items]
Expenses per month			$ 20,000
Related Party Loans
Related Party Transaction [Line Items]
Proceeds from Related Party Debt	$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Commitments and Contingencies
Underwriting cash discount per unit | $ / shares	$ 0.10
Underwriting discount paid | $	$ 2.6
Underwriting discount percentage	3.50%

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2021item$ / sharesshares	Dec. 31, 2020shares
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Trading days for redemption of public warrants	20 days
Consecutive trading days for redemption of public warrants	30 days
Redemption period	30 days
Threshold number of business days before sending notice of redemption to warrant holders	3 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Trading days for redemption of public warrants	20 days
Consecutive trading days for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders	3 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	12,937,500	12,937,500
Public Warrants exercisable term after the completion of a business combination	30 days
Period for filling registration statement after business combination	15 days
Period of time after which warrant holder may do cashless exercise	60 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Exercise price of warrants	$ 11.50
Public Warrants expiration term	5 years
Issue price per share	$ 9.20
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant	60.00%
Trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Number of trading days on which fair market value of shares is reported | item	10
Fair market value per share	$ 0.361
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	5,587,500	5,587,500
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	21 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Class A common stock subject to possible redemption		$ 258,750,000	$ 258,750,000
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Gross proceeds	$ 258,750,000
Fair value of Public Warrants at issuance	(12,937,500)
Offering costs allocated to Class A common stock subject to possible redemption	(2,971,639)
Accretion of carrying value to redemption value	15,909,139
Class A common stock subject to possible redemption	$ 258,750,000			$ 258,750,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Details)	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020shares
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	25,875,000	25,875,000
Class A Common Stock Not Subject to Redemption
Temporary Equity [Line Items]
Class A common stock subject to possible redemption, authorized (in shares)	380,000,000
Class A common stock subject to possible redemption, par value per share | $ / shares	$ 0.0001
Class A common stock subject to possible redemption, votes per share | Vote | Vote	1

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Deficit
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details)	Oct. 13, 2020USD ($)shares	Sep. 30, 2021Vote$ / sharesshares	Jun. 30, 2021shares	Mar. 31, 2021shares	Dec. 31, 2020$ / sharesshares	Sep. 30, 2020shares
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)				25,875,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		380,000,000			380,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001			$ 0.0001
Common shares, shares issued (in shares)		25,875,000			25,875,000
Common shares, shares outstanding (in shares)		25,875,000			25,875,000
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)		25,875,000	25,875,000		25,875,000
Class A common stock subject to possible redemption, outstanding (in shares)		25,875,000			25,875,000
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		380,000,000			380,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001			$ 0.0001
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, shares issued (in shares)		6,468,750			6,468,750
Common shares, shares outstanding (in shares)		6,468,750			6,468,750	6,468,750
Ratio to be applied to the stock in the conversion		20
Stockholders' Equity Note, Stock Split		1.125-for-1
Common shares, votes per share | Vote		1
Class B Common Stock | Sponsor and Jones & Associates
Class of Stock [Line Items]
Common shares, shares issued (in shares)	5,750,000
Aggregate price | $	$ 25,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Investments held in Trust Account	$ 258,804,731	$ 258,749,858
Level 1
Assets:
Investments held in Trust Account	258,804,731	258,749,858
Level 1 | Public Warrants
Liabilities:
Derivative warrant liabilities	10,337,063
Level 2 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 4,464,410
Level 3 | Public Warrants
Liabilities:
Derivative warrant liabilities		15,654,375
Level 3 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities		$ 6,760,880

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at beginning of period	$ 21,859,500	$ 16,857,755	$ 22,415,255	$ 22,415,255
Change in fair value of derivative warrant liabilities	(7,058,027)	5,001,745	(5,557,500)	(7,613,782)
Derivative warrant liabilities at end of period	14,801,473	21,859,500	16,857,755	14,801,473
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at beginning of period	6,593,250	5,084,630	6,760,880	6,760,880
Change in fair value of derivative warrant liabilities	(2,128,840)	1,508,620	(1,676,250)
Derivative warrant liabilities at end of period	4,464,410	6,593,250	5,084,630	4,464,410
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at beginning of period	15,266,250	11,773,125	15,654,375	15,654,375
Change in fair value of derivative warrant liabilities	(4,929,187)	3,493,125	(3,881,250)
Derivative warrant liabilities at end of period	$ 10,337,063	$ 15,266,250	$ 11,773,125	$ 10,337,063