United Homes (UHG) 10-Q 22 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39936
Entity Registrant Name	DIAMONDHEAD HOLDINGS CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3460766
Entity Address, Address Line One	250 Park Ave. 7th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10177
City Area Code	212
Local Phone Number	572-6260
Entity Current Reporting Status	Yes
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	0001830188
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Unit each consisting of one class common stock and one fourth redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value and one-fourth of one redeemable warrant
Trading Symbol	DHHCU
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	DHHC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
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	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	DHHCW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 342,485	$ 16,110
Prepaid expenses	296,330
Total current assets	638,815	16,110
Deferred offering costs		275,140
Investments held in Trust Account	345,014,175
Total Assets	345,652,990	291,250
Current liabilities:
Accounts payable	48,116	724
Accrued expenses	70,000	136,250
Franchise tax payable	101,530	1,168
Note payable - related party		130,000
Total current liabilities	219,646	268,142
Deferred underwriting commissions	12,075,000
Derivative warrant liabilities	9,231,080
Total liabilities	21,525,726	268,142
Commitments and Contingencies (Note 6)
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value 10,000,000 shares authorized none issued and outstanding
Additional paid-in capital		24,137
Accumulated deficit	(20,873,599)	(1,892)
Total stockholders' equity (deficit)	(20,872,736)	23,108
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	345,652,990	291,250
Class A Common Stock Subject to Redemption
Current liabilities:
Class A common stock subject to possible redemption , $0.0001 par value; 34,500,000 and 0 sharesat $10.00 per share at September 30, 2021 and December 31, 2020, respectively	345,000,000
Class B Common Stock
Stockholders' Equity (Deficit):
Common stock	$ 863	$ 863

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Purchase price	$ 10
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	300,000,000	300,000,000
Common shares, shares issued	34,500,000	0
Common shares, shares outstanding	34,500,000	0
Class A Common Stock Subject to Redemption
Class A common stock subject to possible redemption, par value, (per share)	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000	0
Purchase price	$ 10	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	8,625,000	8,625,000
Common shares, shares outstanding	8,625,000	8,625,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 100,792	$ 867,930
Franchise tax expense	49,863	147,447
Loss from operations	(150,655)	(1,015,377)
Change in fair value of derivative warrant liabilities	6,669,920	3,930,750
Financing costs - derivative warrant liabilities		(449,070)
Income from investments held in Trust Account	5,301	14,175
Net income	$ 6,524,566	$ 2,480,478
Class A Common Stock
Weighted average shares outstanding	34,500,000	31,087,912
Basic and diluted net income per share	$ 0.15	$ 0.06
Basic weighted average shares outstanding	34,500,000	31,087,912
Basic net income per share	$ 0.15	$ 0.06
Diluted weighted average shares outstanding	34,500,000	31,087,912
Diluted net income per share	$ 0.15	$ 0.06
Class B Common Stock
Basic weighted average shares outstanding	8,625,000	8,513,736
Basic net income per share	$ 0.15	$ 0.06
Diluted weighted average shares outstanding	8,625,000	8,625,000
Diluted net income per share	$ 0.15	$ 0.06

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 863	$ 24,137	$ (1,892)	$ 23,108
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of cash received over fair value of private placement warrants		3,500,670	0	3,500,670
Accretion of Class A common stock to redemption amount, restated		(3,524,807)	(23,352,185)	(26,876,992)
Net income (loss)		0	3,112,761	3,112,761
Balance at the end at Mar. 31, 2021	$ 863	0	(20,241,316)	(20,240,453)
Balance at the end (in shares) at Mar. 31, 2021	8,625,000
Balance at the beginning at Dec. 31, 2020	$ 863	24,137	(1,892)	23,108
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Balance at the end at Jun. 30, 2021	$ 863	0	(27,398,165)	(27,397,302)
Balance at the end (in shares) at Jun. 30, 2021	8,625,000
Balance at the beginning at Dec. 31, 2020	$ 863	24,137	(1,892)	23,108
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				2,480,478
Balance at the end at Sep. 30, 2021	$ 863	0	(20,873,599)	(20,872,736)
Balance at the end (in shares) at Sep. 30, 2021	8,625,000
Balance at the beginning at Mar. 31, 2021	$ 863	0	(20,241,316)	(20,240,453)
Balance at the beginning (in shares) at Mar. 31, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		0	(7,156,849)	(7,156,849)
Balance at the end at Jun. 30, 2021	$ 863	0	(27,398,165)	(27,397,302)
Balance at the end (in shares) at Jun. 30, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		0	6,524,566	6,524,566
Balance at the end at Sep. 30, 2021	$ 863	$ 0	$ (20,873,599)	$ (20,872,736)
Balance at the end (in shares) at Sep. 30, 2021	8,625,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 2,480,478
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(3,930,750)
Financing costs - derivative warrant liabilities	449,070
Income from investments held in Trust Account	(14,175)
Changes in operating assets and liabilities:
Prepaid expenses	(296,330)
Accounts payable	47,392
Accrued expenses	(136,250)
Franchise tax payable	100,362
Net cash used in operating activities	(1,300,203)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Repayment of note payable	(130,000)
Proceeds received from initial public offering, gross	345,000,000
Proceeds received from private placement	8,900,000
Offering costs paid	(7,143,422)
Net cash provided by financing activities	346,626,578
Net increase in cash	326,375
Cash - beginning of the period	16,110
Cash - end of the period	342,485
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	70,000
Deferred underwriting commissions	$ 12,075,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations DiamondHead Holdings Corp. (the “Company”) is a blank check company incorporated in Delaware on October 7, 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 not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 1, 2021, to September 30, 2021 relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective 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 income on investments held in trust from the proceeds of its Initial Public Offering and Private Placement described below. The Company’s sponsor is DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to our Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc. and Millennium Management LLC (each, an “Anchor Investor”), generating proceeds of $8.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its 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 transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 24 months from the closing of the Initial Public Offering, or January 28, 2023, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its right to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such 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. This liability will not apply with respect to any claims (i) by a third party who executed a waiver of any and all rights to seek access to the trust account or (ii) under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Marcum LLP, the Company's independent registered public accounting firm, will not execute agreements with the Company waiving claims to the monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $342,000 in cash and working capital of approximately $521,000 (not taking into account tax obligations of approximately $102,000 that may be paid using investment income earned in Trust Account). To date, the Company’s liquidity needs have been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Promissory Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Promissory Note was repaid on February 1, 2021. 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, provide the Company Working Capital Loans up to $1,500,000 (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 3, 2021, and January 27, 2021, respectively. In April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (the “Warrants”) as presented in its audited balance sheet as of January 28, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to ASC 250, “Accounting Changes and Error Corrections,” issued by the Financial Accounting Standards Board (“FASB”) and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was not material for restatement. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in an $9.2 million increase in the derivative warrant liabilities line item and an offsetting decrease in Class A common stock subject to possible redemption mezzanine equity line item recorded as part of the activity in the period from October 7, 2020 (inception) through September 30, 2021 as reported herein. There would have been no change to total stockholders’ equity as reported. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in 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 . Effective with these condensed financial statements, the Company amended this interpretation to include all redeemable shares in temporary equity. 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 8-K filed with the SEC on February 3, 2021 (the “Post-IPO Balance Sheet”) and 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 Post-IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company's previously restated Post-IPO balance sheet as of January 28, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported As ​ ​ ​ ​ ​ ​ January 28, 2021 - IPO Balance Sheet ​ Restated Adjustment If Adjusted Total assets ​ $ 347,433,973 ​ $ — ​ $ 347,433,973 Total liabilities ​ $ 26,276,709 ​ $ — ​ $ 26,276,709 Class A common stock subject to redemption ​ $ 316,157,260 ​ $ 28,842,740 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 288 ​ $ (288) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 5,465,267 ​ $ (5,465,267) ​ $ — Accumulated deficit ​ $ (466,414) ​ $ (23,377,185) ​ $ (23,843,599) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (28,842,740) ​ $ (23,842,736) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 347,433,973 ​ $ — ​ $ 347,433,973 ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 As Reported Adjustment If Adjusted Total assets ​ $ 346,593,954 ​ $ — ​ $ 346,593,954 Total liabilities ​ $ 21,834,407 ​ $ — ​ $ 21,834,407 Class A common stock subject to redemption ​ $ 319,759,540 ​ $ 25,240,460 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 252 ​ $ (252) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 1,888,023 ​ $ (1,888,023) ​ $ — Accumulated deficit ​ $ 3,110,869 ​ $ (23,352,185) ​ $ (20,241,316) Total stockholders’ equity (deficit) ​ $ 5,000,007 ​ $ (25,240,460) ​ $ (20,240,453) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 346,593,954 ​ $ — ​ $ 346,593,954 ​ 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 (deficit) for the three months ended March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 As Reported Adjustment If Adjusted Sale of Shares in Initial Public Offering, Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, par value $0.0001 ​ $ 3,450 ​ $ (3,450) ​ $ — Additional paid-in captial ​ $ 337,234,050 ​ $ (337,234,050) ​ $ — Total stockholders’ equity (deficit) ​ $ 337,237,500 ​ $ (337,237,500) ​ $ — Offering Costs ​ ​ ​ Additional paid-in captial ​ $ (19,114,492) ​ $ 19,114,492 ​ $ — Total stockholders’ equity (deficit) ​ $ (19,114,492) ​ $ 19,114,492 ​ $ — Class A Common Stock Subject to Possible Redemption ​ ​ ​ Class A common stock, par value $0.0001 ​ $ (3,198) ​ $ 3,198 ​ $ — Additional paid-in captial ​ $ (319,756,342) ​ $ 319,756,342 ​ $ — Total stockholders’ equity (deficit) ​ $ (319,759,540) ​ $ 319,759,540 ​ $ — Accretion of Class A Common Stock to Redemption Amount ​ ​ ​ Additional paid-in captial ​ $ — ​ $ (3,524,807) ​ $ (3,524,807) Accumulated deficit ​ $ — ​ $ (23,352,185) ​ $ (23,352,185) Total stockholders’ equity (deficit) ​ $ — ​ $ (26,876,992) ​ $ (26,876,992) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Form 10-Q: Three Months Ended March 31, 2021 ​ As Reported Adjustment As Restated Cash Flow from Operating Activities ​ $ (486,202) ​ $ — ​ $ (486,202) Cash Flows from Investing Activities ​ $ (345,000,000) ​ $ — ​ $ (345,000,000) Cash Flows from Financing Activities ​ $ 346,651,578 ​ $ — ​ $ 346,651,578 Supplemental Disclosure of Noncash Financing Activities: ​ $ — ​ ​ Offering costs included in accrued expenses ​ $ 95,000 ​ $ — ​ $ 95,000 Deferred underwriting commissions in connection with the initial public offering ​ $ 12,075,000 ​ $ — ​ $ 12,075,000 Offering costs charged to additional paid in capital in connection with IPO ​ $ 588,562 ​ $ — ​ $ 588,562 Initial value of Class A common stock subject to possible redemption ​ $ 316,157,260 ​ $ (316,157,260) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ 3,602,280 ​ $ (3,602,280) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2021 As Reported Adjustment If Adjusted Total assets ​ $ 345,776,201 ​ $ — ​ $ 345,776,201 Total liabilities ​ $ 28,173,503 ​ $ — ​ $ 28,173,503 Class A common stock subject to redemption ​ $ 312,602,690 ​ $ 32,397,310 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 324 ​ $ (324) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 9,044,801 ​ $ (9,044,801) ​ $ — Accumulated deficit ​ $ (4,045,980) ​ $ (23,352,185) ​ $ (27,398,165) Total stockholders’ equity (deficit) ​ $ 5,000,008 ​ $ (32,397,310) ​ $ (27,397,302) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 345,776,201 ​ $ — ​ $ 345,776,201 ​ 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 (deficit) for the three months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2021 As Reported Adjustment If Adjusted Class A Common Stock Subject to Possible Redemption ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, par value $0.0001 ​ $ 72 ​ $ (72) ​ $ — Additional paid-in captial ​ $ 7,156,778 ​ $ (7,156,778) ​ $ — Total stockholders’ equity (deficit) ​ $ 7,156,850 ​ $ (7,156,850) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Form 10-Q: Six Months Ended June 30, 2021 ​ ​ As Reported Adjustment As Restated Cash Flow from Operating Activities ​ $ (1,227,944) ​ $ — ​ $ (1,227,944) Cash Flows from Investing Activities ​ $ (345,000,000) ​ $ — ​ $ (345,000,000) Cash Flows from Financing Activities ​ $ 346,626,578 ​ $ — ​ $ 346,626,578 Supplemental Disclosure of Noncash Financing Activities: ​ $ — ​ ​ Offering costs included in accrued expenses ​ $ 70,000 ​ $ — ​ $ 70,000 Deferred underwriting commissions in connection with the initial public offering ​ $ 12,075,000 ​ $ — ​ $ 12,075,000 Offering costs charged to additional paid in capital in connection with IPO ​ $ 588,562 ​ $ — ​ $ 588,562 Initial value of Class A common stock subject to possible redemption ​ $ 316,157,260 ​ $ (316,157,260) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ (3,554,570) ​ $ 3,554,570 ​ $ — ​ 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. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A Common Stock ​ As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021): Net income 3,112,761 — 3,112,761 Weighted average shares outstanding 31,621,444 (7,471,444) 24,150,000 Basic and diluted earnings per share 0.00 (0.10) 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss (7,156,849) — (7,156,849) Weighted average shares outstanding 31,968,089 2,531,911 34,500,000 Basic and diluted earnings per share 0.00 0.17 (0.17) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 Net loss (4,044,088) — (4,044,088) Weighted average shares outstanding 31,826,280 (2,472,689) 29,353,591 Basic and diluted earnings per share 0.00 0.11 (0.11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B Common Stock ​ As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021): Net income 3,112,761 — 3,112,761 Weighted average shares outstanding - basic 10,302,489 (2,014,989) 8,287,500 Weighted average shares outstanding - diluted 10,302,489 (1,677,489) 8,625,000 Basic and diluted earnings per share 0.30 0.20 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss (7,156,849) — (7,156,849) Weighted average shares outstanding 11,156,911 (2,531,911) 8,625,000 Basic and diluted earnings per share (0.64) (0.47) (0.17) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 Net loss (4,044,088) — (4,044,088) Weighted average shares outstanding 10,732,060 (2,274,878) 8,457,182 Basic and diluted earnings per share (0.38) (0.27) (0.11) ​ Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, the Company had no cash equivalents held outside the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using quoted market prices. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in the Trust Account. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● 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 its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, and ASC Topic 815-15, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. Their re-measurement to fair value is recognized in the Company’s condensed statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and the Private Placement Warrants have been measured at fair value using a modified Black-Scholes model. As of September 30, 2021, the value of the Public Warrants was measured based on the listed market price of such warrants since being separately listed and traded. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs 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 are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no Class A common stock issued or outstanding Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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, the Company had deferred tax assets of approximately $210,000, against which a full valuation allowance was applied. As of December 31, 2020, the deferred tax asset was deemed immaterial. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. 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. Net Income 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 per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 14,558,333 shares of 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 per share is the same as basic net income per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class 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 stock: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income - Basic ​ $ 5,219,653 ​ $ 1,304,913 ​ $ 1,989,515 ​ $ 490,963 Allocation of net income - Diluted ​ $ 5,219,653 ​ $ 1,304,913 ​ $ 1,984,382 ​ $ 496,096 Denominator: ​ ​ ​ ​ Basic weighted average common stock outstanding ​ 34,500,000 ​ 8,625,000 ​ 31,087,912 ​ 8,513,736 Diluted weighted average common stock outstanding ​ 34,500,000 ​ 8,625,000 ​ 31,087,912 ​ 8,625,000 Basic net income per common stock ​ $ 0.15 ​ $ 0.15 ​ $ 0.06 ​ $ 0.06 Diluted net income per common stock ​ $ 0.15 ​ $ 0.15 ​ $ 0.06 ​ $ 0.06 ​ 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 (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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 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 January 28, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million is included in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement
Private Placement	Note 4 — Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor and the Anchor Investors, generating proceeds of $8.9 million. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants 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 proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On October 21, 2020, the Sponsor paid $25,000 on behalf of the Company to cover certain offering costs in exchange for issuance of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). Additionally, upon consummation of the Business Combination, the Sponsor has agreed to transfer an aggregate of 1,250,625 Founder Shares to the Anchor Investors for the same price originally paid for such shares. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Founder Shares included an aggregate of up 1,125,000 shares subject to forfeiture to the extent that the underwriter’s option to purchase additional units was not exercised in full, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 28, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The Sponsor and the Anchor Investors agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note   —   Related Party On October 21, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the "Promissory Note"). The Promissory Note was non-interest bearing and due upon the completion of the Initial Public Offering. As of December 31, 2020, the Company borrowed $130,000 under the Promissory Note. On February 1, 2021, the Company repaid the Promissory Note in full. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Administrative Support Agreement The Company agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. The Sponsor has waived accruing these fees as of September 30, 2021.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 4,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On January 28, 2021, the underwriters fully exercised the over-allotment option. The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or approximately $12.1 million in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement The Company entered into a consulting agreement, pursuant to which the consultant will provide the Company, among other services, assistance in technical diligence of a potential target for a Business Combination. The Company expects to pay the consultant approximately $2.6 million in connection with the consummation of a Business Combination.

Derivative warrant liabilities

Derivative warrant liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Warrant Liabilities
Derivative warrant liabilities	Note 7—Derivative Warrant Liabilities As of September 30, 2021, the Company had 8,625,000 Public Warrants and 5,933,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole 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. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00  — ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; and if, and only if, closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. 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 When the Price per Share of Class A Common Stock Equals or Exceeds $10.00  — ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock except as otherwise described below; ● if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and ● if the closing price of the 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 we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a Newly Issued Price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except as set forth under “Redemption of Warrants when the Price per Share of Class A Common Stock Equals or Exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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 8—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 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company's Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 34,500,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: ​ ​ ​ ​ Gross Proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,762,500) Class A common stock issuance costs ​ (19,114,492) Plus: ​ Accretion of carrying value to redemption value ​ 26,876,992 Class A common stock subject to possible redemption ​ $ 345,000,000 ​

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 9— Stockholders’ Deficit Preferred Stock — Class A Common Stock — outstanding all issued Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 10—Fair Value Measurements The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of September 30, 2021 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - Money Market Funds $ 345,014,175 ​ $ — $ — ​ $ 345,014,175 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative public warrant liabilities ​ $ 5,433,750 ​ $ — ​ $ — ​ $ 5,433,750 Derivative private warrant liabilities ​ $ — ​ $ — ​ $ 3,797,330 ​ $ 3,797,330 Total fair value ​ $ 350,447,925 ​ $ — ​ $ 3,797,330 ​ $ 354,245,255 ​ As of December 31, 2020, there were no assets or liabilities Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The Public Warrants were transferred from Level 3 to Level 1 in March 2021 since being separately listed and traded. 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. The fair value of the Public Warrants issued in connection with the Initial Public Offering have been measured at fair value using a Monte Carlo simulation model, and the Private Placement Warrants have been measured at fair value using a modified Black-Scholes model. As of September 30, 2021, the value of the Public Warrants was measured based on the trading price since being separately listed and traded. For the three and nine months ended September 30, 2021, the Company recognized a gain to the statements of operations resulting from a decrease in the fair value of liabilities of $6.7 million and $3.9 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on the historical volatility of an index of companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of January 12, 2021 As of March 31, 2021 As of June 30, 2021 As of September 30, 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 9.79 ​ $ 9.76 ​ $ 9.70 ​ $ 9.72 ​ Option term (in years) ​ ​ 5.00 ​ ​ 5.00 ​ ​ 4.98 ​ ​ 5.07 ​ Volatility ​ ​ 19 % ​ 14 % ​ 18 % ​ 12 % Risk-free interest rate ​ ​ 0.7 % ​ 1.0 % ​ 0.9 % ​ 1.1 % ​ The change in the fair value of the derivative warrant liabilities measured utilizing Level 1 and Level 3 inputs for the nine months ended September 30, 2021, is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at January 1, 2021 - Level 3 $ — Issuance of Derivative Warrants - Level 3 ​ 13,161,830 Transfer of Public Warrants to Level 1 ​ ​ (7,762,500) Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (1,661,330) Derivative warrant liabilities at March 31, 2021 - Level 3 ​ $ 3,738,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ 2,848,000 Derivative warrant liabilities at June 30, 2021 - Level 3 ​ $ 6,586,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (2,788,670) Derivative warrant liabilities at September 30, 2021 - Level 3 ​ $ 3,797,330 ​

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 11—Subsequent Events ​ Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the condensed consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 3, 2021, and January 27, 2021, respectively. In April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (the “Warrants”) as presented in its audited balance sheet as of January 28, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to ASC 250, “Accounting Changes and Error Corrections,” issued by the Financial Accounting Standards Board (“FASB”) and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was not material for restatement. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in an $9.2 million increase in the derivative warrant liabilities line item and an offsetting decrease in Class A common stock subject to possible redemption mezzanine equity line item recorded as part of the activity in the period from October 7, 2020 (inception) through September 30, 2021 as reported herein. There would have been no change to total stockholders’ equity as reported.
Restatement of Previously Reported Financial Statements	Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in 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 . Effective with these condensed financial statements, the Company amended this interpretation to include all redeemable shares in temporary equity. 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 8-K filed with the SEC on February 3, 2021 (the “Post-IPO Balance Sheet”) and 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 Post-IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company's previously restated Post-IPO balance sheet as of January 28, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported As ​ ​ ​ ​ ​ ​ January 28, 2021 - IPO Balance Sheet ​ Restated Adjustment If Adjusted Total assets ​ $ 347,433,973 ​ $ — ​ $ 347,433,973 Total liabilities ​ $ 26,276,709 ​ $ — ​ $ 26,276,709 Class A common stock subject to redemption ​ $ 316,157,260 ​ $ 28,842,740 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 288 ​ $ (288) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 5,465,267 ​ $ (5,465,267) ​ $ — Accumulated deficit ​ $ (466,414) ​ $ (23,377,185) ​ $ (23,843,599) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (28,842,740) ​ $ (23,842,736) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 347,433,973 ​ $ — ​ $ 347,433,973 ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 As Reported Adjustment If Adjusted Total assets ​ $ 346,593,954 ​ $ — ​ $ 346,593,954 Total liabilities ​ $ 21,834,407 ​ $ — ​ $ 21,834,407 Class A common stock subject to redemption ​ $ 319,759,540 ​ $ 25,240,460 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 252 ​ $ (252) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 1,888,023 ​ $ (1,888,023) ​ $ — Accumulated deficit ​ $ 3,110,869 ​ $ (23,352,185) ​ $ (20,241,316) Total stockholders’ equity (deficit) ​ $ 5,000,007 ​ $ (25,240,460) ​ $ (20,240,453) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 346,593,954 ​ $ — ​ $ 346,593,954 ​ 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 (deficit) for the three months ended March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 As Reported Adjustment If Adjusted Sale of Shares in Initial Public Offering, Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, par value $0.0001 ​ $ 3,450 ​ $ (3,450) ​ $ — Additional paid-in captial ​ $ 337,234,050 ​ $ (337,234,050) ​ $ — Total stockholders’ equity (deficit) ​ $ 337,237,500 ​ $ (337,237,500) ​ $ — Offering Costs ​ ​ ​ Additional paid-in captial ​ $ (19,114,492) ​ $ 19,114,492 ​ $ — Total stockholders’ equity (deficit) ​ $ (19,114,492) ​ $ 19,114,492 ​ $ — Class A Common Stock Subject to Possible Redemption ​ ​ ​ Class A common stock, par value $0.0001 ​ $ (3,198) ​ $ 3,198 ​ $ — Additional paid-in captial ​ $ (319,756,342) ​ $ 319,756,342 ​ $ — Total stockholders’ equity (deficit) ​ $ (319,759,540) ​ $ 319,759,540 ​ $ — Accretion of Class A Common Stock to Redemption Amount ​ ​ ​ Additional paid-in captial ​ $ — ​ $ (3,524,807) ​ $ (3,524,807) Accumulated deficit ​ $ — ​ $ (23,352,185) ​ $ (23,352,185) Total stockholders’ equity (deficit) ​ $ — ​ $ (26,876,992) ​ $ (26,876,992) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Form 10-Q: Three Months Ended March 31, 2021 ​ As Reported Adjustment As Restated Cash Flow from Operating Activities ​ $ (486,202) ​ $ — ​ $ (486,202) Cash Flows from Investing Activities ​ $ (345,000,000) ​ $ — ​ $ (345,000,000) Cash Flows from Financing Activities ​ $ 346,651,578 ​ $ — ​ $ 346,651,578 Supplemental Disclosure of Noncash Financing Activities: ​ $ — ​ ​ Offering costs included in accrued expenses ​ $ 95,000 ​ $ — ​ $ 95,000 Deferred underwriting commissions in connection with the initial public offering ​ $ 12,075,000 ​ $ — ​ $ 12,075,000 Offering costs charged to additional paid in capital in connection with IPO ​ $ 588,562 ​ $ — ​ $ 588,562 Initial value of Class A common stock subject to possible redemption ​ $ 316,157,260 ​ $ (316,157,260) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ 3,602,280 ​ $ (3,602,280) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2021 As Reported Adjustment If Adjusted Total assets ​ $ 345,776,201 ​ $ — ​ $ 345,776,201 Total liabilities ​ $ 28,173,503 ​ $ — ​ $ 28,173,503 Class A common stock subject to redemption ​ $ 312,602,690 ​ $ 32,397,310 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 324 ​ $ (324) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 9,044,801 ​ $ (9,044,801) ​ $ — Accumulated deficit ​ $ (4,045,980) ​ $ (23,352,185) ​ $ (27,398,165) Total stockholders’ equity (deficit) ​ $ 5,000,008 ​ $ (32,397,310) ​ $ (27,397,302) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 345,776,201 ​ $ — ​ $ 345,776,201 ​ 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 (deficit) for the three months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2021 As Reported Adjustment If Adjusted Class A Common Stock Subject to Possible Redemption ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, par value $0.0001 ​ $ 72 ​ $ (72) ​ $ — Additional paid-in captial ​ $ 7,156,778 ​ $ (7,156,778) ​ $ — Total stockholders’ equity (deficit) ​ $ 7,156,850 ​ $ (7,156,850) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Form 10-Q: Six Months Ended June 30, 2021 ​ ​ As Reported Adjustment As Restated Cash Flow from Operating Activities ​ $ (1,227,944) ​ $ — ​ $ (1,227,944) Cash Flows from Investing Activities ​ $ (345,000,000) ​ $ — ​ $ (345,000,000) Cash Flows from Financing Activities ​ $ 346,626,578 ​ $ — ​ $ 346,626,578 Supplemental Disclosure of Noncash Financing Activities: ​ $ — ​ ​ Offering costs included in accrued expenses ​ $ 70,000 ​ $ — ​ $ 70,000 Deferred underwriting commissions in connection with the initial public offering ​ $ 12,075,000 ​ $ — ​ $ 12,075,000 Offering costs charged to additional paid in capital in connection with IPO ​ $ 588,562 ​ $ — ​ $ 588,562 Initial value of Class A common stock subject to possible redemption ​ $ 316,157,260 ​ $ (316,157,260) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ (3,554,570) ​ $ 3,554,570 ​ $ — ​ 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. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A Common Stock ​ As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021): Net income 3,112,761 — 3,112,761 Weighted average shares outstanding 31,621,444 (7,471,444) 24,150,000 Basic and diluted earnings per share 0.00 (0.10) 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss (7,156,849) — (7,156,849) Weighted average shares outstanding 31,968,089 2,531,911 34,500,000 Basic and diluted earnings per share 0.00 0.17 (0.17) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 Net loss (4,044,088) — (4,044,088) Weighted average shares outstanding 31,826,280 (2,472,689) 29,353,591 Basic and diluted earnings per share 0.00 0.11 (0.11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B Common Stock ​ As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021): Net income 3,112,761 — 3,112,761 Weighted average shares outstanding - basic 10,302,489 (2,014,989) 8,287,500 Weighted average shares outstanding - diluted 10,302,489 (1,677,489) 8,625,000 Basic and diluted earnings per share 0.30 0.20 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss (7,156,849) — (7,156,849) Weighted average shares outstanding 11,156,911 (2,531,911) 8,625,000 Basic and diluted earnings per share (0.64) (0.47) (0.17) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 Net loss (4,044,088) — (4,044,088) Weighted average shares outstanding 10,732,060 (2,274,878) 8,457,182 Basic and diluted earnings per share (0.38) (0.27) (0.11)
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, the Company had no cash equivalents held outside the Trust Account.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using quoted market prices.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in the Trust Account. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● 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 its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, and ASC Topic 815-15, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. Their re-measurement to fair value is recognized in the Company’s condensed statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and the Private Placement Warrants have been measured at fair value using a modified Black-Scholes model. As of September 30, 2021, the value of the Public Warrants was measured based on the listed market price of such warrants since being separately listed and traded. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified 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.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs 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 are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no Class A common stock issued or outstanding Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed 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, the Company had deferred tax assets of approximately $210,000, against which a full valuation allowance was applied. As of December 31, 2020, the deferred tax asset was deemed immaterial. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. 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.
Net Income Per Share of Common Stock	Net Income 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 per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 14,558,333 shares of 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 per share is the same as basic net income per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class 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 stock: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income - Basic ​ $ 5,219,653 ​ $ 1,304,913 ​ $ 1,989,515 ​ $ 490,963 Allocation of net income - Diluted ​ $ 5,219,653 ​ $ 1,304,913 ​ $ 1,984,382 ​ $ 496,096 Denominator: ​ ​ ​ ​ Basic weighted average common stock outstanding ​ 34,500,000 ​ 8,625,000 ​ 31,087,912 ​ 8,513,736 Diluted weighted average common stock outstanding ​ 34,500,000 ​ 8,625,000 ​ 31,087,912 ​ 8,625,000 Basic net income per common stock ​ $ 0.15 ​ $ 0.15 ​ $ 0.06 ​ $ 0.06 Diluted net income per common stock ​ $ 0.15 ​ $ 0.15 ​ $ 0.06 ​ $ 0.06 ​
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 (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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 financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of restatement on the financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported As ​ ​ ​ ​ ​ ​ January 28, 2021 - IPO Balance Sheet ​ Restated Adjustment If Adjusted Total assets ​ $ 347,433,973 ​ $ — ​ $ 347,433,973 Total liabilities ​ $ 26,276,709 ​ $ — ​ $ 26,276,709 Class A common stock subject to redemption ​ $ 316,157,260 ​ $ 28,842,740 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 288 ​ $ (288) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 5,465,267 ​ $ (5,465,267) ​ $ — Accumulated deficit ​ $ (466,414) ​ $ (23,377,185) ​ $ (23,843,599) Total stockholders’ equity (deficit) ​ $ 5,000,004 ​ $ (28,842,740) ​ $ (23,842,736) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 347,433,973 ​ $ — ​ $ 347,433,973 ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 As Reported Adjustment If Adjusted Total assets ​ $ 346,593,954 ​ $ — ​ $ 346,593,954 Total liabilities ​ $ 21,834,407 ​ $ — ​ $ 21,834,407 Class A common stock subject to redemption ​ $ 319,759,540 ​ $ 25,240,460 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 252 ​ $ (252) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 1,888,023 ​ $ (1,888,023) ​ $ — Accumulated deficit ​ $ 3,110,869 ​ $ (23,352,185) ​ $ (20,241,316) Total stockholders’ equity (deficit) ​ $ 5,000,007 ​ $ (25,240,460) ​ $ (20,240,453) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 346,593,954 ​ $ — ​ $ 346,593,954 ​ 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 (deficit) for the three months ended March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 As Reported Adjustment If Adjusted Sale of Shares in Initial Public Offering, Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, par value $0.0001 ​ $ 3,450 ​ $ (3,450) ​ $ — Additional paid-in captial ​ $ 337,234,050 ​ $ (337,234,050) ​ $ — Total stockholders’ equity (deficit) ​ $ 337,237,500 ​ $ (337,237,500) ​ $ — Offering Costs ​ ​ ​ Additional paid-in captial ​ $ (19,114,492) ​ $ 19,114,492 ​ $ — Total stockholders’ equity (deficit) ​ $ (19,114,492) ​ $ 19,114,492 ​ $ — Class A Common Stock Subject to Possible Redemption ​ ​ ​ Class A common stock, par value $0.0001 ​ $ (3,198) ​ $ 3,198 ​ $ — Additional paid-in captial ​ $ (319,756,342) ​ $ 319,756,342 ​ $ — Total stockholders’ equity (deficit) ​ $ (319,759,540) ​ $ 319,759,540 ​ $ — Accretion of Class A Common Stock to Redemption Amount ​ ​ ​ Additional paid-in captial ​ $ — ​ $ (3,524,807) ​ $ (3,524,807) Accumulated deficit ​ $ — ​ $ (23,352,185) ​ $ (23,352,185) Total stockholders’ equity (deficit) ​ $ — ​ $ (26,876,992) ​ $ (26,876,992) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Form 10-Q: Three Months Ended March 31, 2021 ​ As Reported Adjustment As Restated Cash Flow from Operating Activities ​ $ (486,202) ​ $ — ​ $ (486,202) Cash Flows from Investing Activities ​ $ (345,000,000) ​ $ — ​ $ (345,000,000) Cash Flows from Financing Activities ​ $ 346,651,578 ​ $ — ​ $ 346,651,578 Supplemental Disclosure of Noncash Financing Activities: ​ $ — ​ ​ Offering costs included in accrued expenses ​ $ 95,000 ​ $ — ​ $ 95,000 Deferred underwriting commissions in connection with the initial public offering ​ $ 12,075,000 ​ $ — ​ $ 12,075,000 Offering costs charged to additional paid in capital in connection with IPO ​ $ 588,562 ​ $ — ​ $ 588,562 Initial value of Class A common stock subject to possible redemption ​ $ 316,157,260 ​ $ (316,157,260) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ 3,602,280 ​ $ (3,602,280) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2021 As Reported Adjustment If Adjusted Total assets ​ $ 345,776,201 ​ $ — ​ $ 345,776,201 Total liabilities ​ $ 28,173,503 ​ $ — ​ $ 28,173,503 Class A common stock subject to redemption ​ $ 312,602,690 ​ $ 32,397,310 ​ $ 345,000,000 Preferred stock ​ $ — ​ ​ Class A common stock ​ $ 324 ​ $ (324) ​ $ — Class B common stock ​ $ 863 ​ $ — ​ $ 863 Additional paid-in captial ​ $ 9,044,801 ​ $ (9,044,801) ​ $ — Accumulated deficit ​ $ (4,045,980) ​ $ (23,352,185) ​ $ (27,398,165) Total stockholders’ equity (deficit) ​ $ 5,000,008 ​ $ (32,397,310) ​ $ (27,397,302) Total liabilities, Class A common stock subject to redemption and stockholders’ equity (deficit) ​ $ 345,776,201 ​ $ — ​ $ 345,776,201 ​ 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 (deficit) for the three months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2021 As Reported Adjustment If Adjusted Class A Common Stock Subject to Possible Redemption ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, par value $0.0001 ​ $ 72 ​ $ (72) ​ $ — Additional paid-in captial ​ $ 7,156,778 ​ $ (7,156,778) ​ $ — Total stockholders’ equity (deficit) ​ $ 7,156,850 ​ $ (7,156,850) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Form 10-Q: Six Months Ended June 30, 2021 ​ ​ As Reported Adjustment As Restated Cash Flow from Operating Activities ​ $ (1,227,944) ​ $ — ​ $ (1,227,944) Cash Flows from Investing Activities ​ $ (345,000,000) ​ $ — ​ $ (345,000,000) Cash Flows from Financing Activities ​ $ 346,626,578 ​ $ — ​ $ 346,626,578 Supplemental Disclosure of Noncash Financing Activities: ​ $ — ​ ​ Offering costs included in accrued expenses ​ $ 70,000 ​ $ — ​ $ 70,000 Deferred underwriting commissions in connection with the initial public offering ​ $ 12,075,000 ​ $ — ​ $ 12,075,000 Offering costs charged to additional paid in capital in connection with IPO ​ $ 588,562 ​ $ — ​ $ 588,562 Initial value of Class A common stock subject to possible redemption ​ $ 316,157,260 ​ $ (316,157,260) ​ $ — Change in value of Class A common stock subject to possible redemption ​ $ (3,554,570) ​ $ 3,554,570 ​ $ — ​ 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. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A Common Stock ​ As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021): Net income 3,112,761 — 3,112,761 Weighted average shares outstanding 31,621,444 (7,471,444) 24,150,000 Basic and diluted earnings per share 0.00 (0.10) 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss (7,156,849) — (7,156,849) Weighted average shares outstanding 31,968,089 2,531,911 34,500,000 Basic and diluted earnings per share 0.00 0.17 (0.17) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 Net loss (4,044,088) — (4,044,088) Weighted average shares outstanding 31,826,280 (2,472,689) 29,353,591 Basic and diluted earnings per share 0.00 0.11 (0.11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B Common Stock ​ As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021): Net income 3,112,761 — 3,112,761 Weighted average shares outstanding - basic 10,302,489 (2,014,989) 8,287,500 Weighted average shares outstanding - diluted 10,302,489 (1,677,489) 8,625,000 Basic and diluted earnings per share 0.30 0.20 0.10 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss (7,156,849) — (7,156,849) Weighted average shares outstanding 11,156,911 (2,531,911) 8,625,000 Basic and diluted earnings per share (0.64) (0.47) (0.17) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 Net loss (4,044,088) — (4,044,088) Weighted average shares outstanding 10,732,060 (2,274,878) 8,457,182 Basic and diluted earnings per share (0.38) (0.27) (0.11)
Reconciliation of Net Income per Common Share	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class 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 stock: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income - Basic ​ $ 5,219,653 ​ $ 1,304,913 ​ $ 1,989,515 ​ $ 490,963 Allocation of net income - Diluted ​ $ 5,219,653 ​ $ 1,304,913 ​ $ 1,984,382 ​ $ 496,096 Denominator: ​ ​ ​ ​ Basic weighted average common stock outstanding ​ 34,500,000 ​ 8,625,000 ​ 31,087,912 ​ 8,513,736 Diluted weighted average common stock outstanding ​ 34,500,000 ​ 8,625,000 ​ 31,087,912 ​ 8,625,000 Basic net income per common stock ​ $ 0.15 ​ $ 0.15 ​ $ 0.06 ​ $ 0.06 Diluted net income per common stock ​ $ 0.15 ​ $ 0.15 ​ $ 0.06 ​ $ 0.06

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 Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet	The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: ​ ​ ​ ​ Gross Proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,762,500) Class A common stock issuance costs ​ (19,114,492) Plus: ​ Accretion of carrying value to redemption value ​ 26,876,992 Class A common stock subject to possible redemption ​ $ 345,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of September 30, 2021 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - Money Market Funds $ 345,014,175 ​ $ — $ — ​ $ 345,014,175 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative public warrant liabilities ​ $ 5,433,750 ​ $ — ​ $ — ​ $ 5,433,750 Derivative private warrant liabilities ​ $ — ​ $ — ​ $ 3,797,330 ​ $ 3,797,330 Total fair value ​ $ 350,447,925 ​ $ — ​ $ 3,797,330 ​ $ 354,245,255
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of January 12, 2021 As of March 31, 2021 As of June 30, 2021 As of September 30, 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 9.79 ​ $ 9.76 ​ $ 9.70 ​ $ 9.72 ​ Option term (in years) ​ ​ 5.00 ​ ​ 5.00 ​ ​ 4.98 ​ ​ 5.07 ​ Volatility ​ ​ 19 % ​ 14 % ​ 18 % ​ 12 % Risk-free interest rate ​ ​ 0.7 % ​ 1.0 % ​ 0.9 % ​ 1.1 %
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ Derivative warrant liabilities at January 1, 2021 - Level 3 $ — Issuance of Derivative Warrants - Level 3 ​ 13,161,830 Transfer of Public Warrants to Level 1 ​ ​ (7,762,500) Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (1,661,330) Derivative warrant liabilities at March 31, 2021 - Level 3 ​ $ 3,738,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ 2,848,000 Derivative warrant liabilities at June 30, 2021 - Level 3 ​ $ 6,586,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (2,788,670) Derivative warrant liabilities at September 30, 2021 - Level 3 ​ $ 3,797,330

Description of Organization a_2

Description of Organization and Business Operations (Details)	Jan. 28, 2021USD ($)$ / sharesshares	Oct. 07, 2020	Sep. 30, 2021USD ($)M$ / sharesshares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	4,500,000
Purchase price, per unit | $ / shares	$ 10		$ 10
Proceeds from issuance initial public offering			$ 345,000,000
Payments for investment of cash in Trust Account	$ 345,000,000		345,000,000
Deferred underwriting fee payable			$ 12,075,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Threshold percentage of public shares subject to redemption without company's prior written consent			15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Months to complete acquisition | M			24
Redemption period upon closure			10 days
Maximum Allowed Dissolution Expenses			$ 100,000
Cash			342,485	$ 16,110
Working capital			521,000
Tax obligations that may be paid using investment income earned in Trust Account			102,000
Working capital loan			1,500,000
Working capital loans outstanding			$ 0
Notes Payable, Related Parties, Current				$ 130,000
Condition for future business combination number of businesses minimum		1
Maturity term of U.S. government securities			185 days
Sponsor
Subsidiary, Sale of Stock [Line Items]
Consideration received			$ 25,000
Maximum borrowing capacity of related party promissory note			$ 300,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			5,933,333
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			8,625,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	34,500,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 345,000,000
Offering costs incurred	19,600,000
Deferred underwriting fee payable	$ 12,100,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	5,933,333
Price of warrant | $ / shares	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 8,900,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	4,500,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
	Apr. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Change in fair value of derivative warrant liabilities	$ 9,200,000	$ (6,669,920)			$ (3,930,750)
Cash equivalents		0			$ 0	$ 0
Maturity term of U.S. government securities					185 days
Federal Depository Insurance Coverage		250,000			$ 250,000
Financing costs - derivative warrant liabilities					449,070
Deferred tax asset		210,000			210,000
Unrecognized tax benefits		0			0
Unrecognized tax benefits accrued for interest and penalties		0			$ 0
Number of shares excluded calculation of diluted net income (loss) because their inclusion would be anti-dilutive					14,558,333
Income from investments held in Trust Account		5,301			$ 14,175
Net income		$ 6,524,566	$ (7,156,849)	$ 3,112,761	$ 2,480,478
Private Placement Warrants
Sale of Private Placement Warrants (in shares)		5,933,333			5,933,333
Public Warrants
Sale of Private Placement Warrants (in shares)		8,625,000			8,625,000
Class A Common Stock
Adjusted net loss		$ 5,219,653			$ 1,989,515
Class A Common Stock Subject to Redemption
Temporary equity, shares issued						0
Temporary equity, shares outstanding		34,500,000			34,500,000	0
Class B Common Stock
Adjusted net loss		$ 1,304,913			$ 490,963

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Previously reported balance sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 28, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net intangible assets required to redemption of common stock	$ 5,000,001
Total assets	345,652,990				$ 291,250
Total liabilities	21,525,726				268,142
Preferred stock
Additional paid-in capital					24,137
Accumulated deficit	(20,873,599)				(1,892)
Total stockholders' equity (deficit)	(20,872,736)	$ (27,397,302)	$ (20,240,453)		23,108
Total liabilities, Class A common stock subject to redemption and stockholders' equity (deficit)	$ 345,652,990				$ 291,250
Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares, temporary equity	34,500,000				0
Class A ordinary shares subject to possible redemption	$ 345,000,000
Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock	$ 863				$ 863
Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		345,776,201	346,593,954	$ 347,433,973
Total liabilities		28,173,503	21,834,407	26,276,709
Accumulated deficit		(27,398,165)	(20,241,316)	(23,843,599)
Total stockholders' equity (deficit)		(27,397,302)	(20,240,453)	(23,842,736)
Total liabilities, Class A common stock subject to redemption and stockholders' equity (deficit)		345,776,201	346,593,954	347,433,973
Restatement of redeemable common stock as temporary equity | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		345,776,201	346,593,954	347,433,973
Total liabilities		28,173,503	21,834,407	26,276,709
Additional paid-in capital		9,044,801	1,888,023	5,465,267
Accumulated deficit		(4,045,980)	3,110,869	(466,414)
Total stockholders' equity (deficit)		5,000,008	5,000,007	5,000,004
Total liabilities, Class A common stock subject to redemption and stockholders' equity (deficit)		345,776,201	346,593,954	347,433,973
Restatement of redeemable common stock as temporary equity | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		(9,044,801)	(1,888,023)	(5,465,267)
Accumulated deficit		(23,352,185)	(23,352,185)	(23,377,185)
Total stockholders' equity (deficit)		(32,397,310)	(25,240,460)	(28,842,740)
Restatement of redeemable common stock as temporary equity | Class A Common Stock | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		324	252	288
Restatement of redeemable common stock as temporary equity | Class A Common Stock | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		(324)	(252)	(288)
Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		345,000,000	345,000,000	345,000,000
Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		312,602,690	319,759,540	316,157,260
Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		32,397,310	25,240,460	28,842,740
Restatement of redeemable common stock as temporary equity | Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		863	863	863
Restatement of redeemable common stock as temporary equity | Class B Common Stock | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock		$ 863	$ 863	$ 863

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies - Previously reported stockholders equity (Details) - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		$ (26,876,992)
Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		(3,524,807)
Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		$ (23,352,185)
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		$ (26,876,992)
Restatement of redeemable common stock as temporary equity | Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		(3,524,807)
Restatement of redeemable common stock as temporary equity | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		(23,352,185)
Restatement of redeemable common stock as temporary equity | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Shares in Initial Public Offering, Gross		337,237,500
Offering Costs		(19,114,492)
Class A Common Stock Subject to Possible Redemption	$ 7,156,850	(319,759,540)
Restatement of redeemable common stock as temporary equity | As Reported As Restated | Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Shares in Initial Public Offering, Gross		337,234,050
Class A Common Stock Subject to Possible Redemption	7,156,778	(319,756,342)
Restatement of redeemable common stock as temporary equity | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Shares in Initial Public Offering, Gross		(337,237,500)
Offering Costs		19,114,492
Class A Common Stock Subject to Possible Redemption	(7,156,850)	319,759,540
Accretion of Class A Common Stock to Redemption Amount		(26,876,992)
Restatement of redeemable common stock as temporary equity | Adjustment | Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Shares in Initial Public Offering, Gross		(337,234,050)
Class A Common Stock Subject to Possible Redemption	(7,156,778)	319,756,342
Accretion of Class A Common Stock to Redemption Amount		(3,524,807)
Restatement of redeemable common stock as temporary equity | Adjustment | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A Common Stock to Redemption Amount		(23,352,185)
Restatement of redeemable common stock as temporary equity | Class A Common Stock | As Reported As Restated | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Shares in Initial Public Offering, Gross		3,450
Class A Common Stock Subject to Possible Redemption	72	(3,198)
Restatement of redeemable common stock as temporary equity | Class A Common Stock | Adjustment | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of Shares in Initial Public Offering, Gross		(3,450)
Class A Common Stock Subject to Possible Redemption	$ (72)	$ 3,198

Basis of Presentation and Sum_7

Basis of Presentation and Summary of Significant Accounting Policies - Previously reported statement of cash flows (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash Flow from Operating Activities			$ (1,300,203)
Cash Flows from Investing Activities			(345,000,000)
Cash Flows from Financing Activities			346,626,578
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses			70,000
Deferred underwriting commissions			$ 12,075,000
Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash Flow from Operating Activities	$ (486,202)	$ (1,227,944)
Cash Flows from Investing Activities	(345,000,000)	(345,000,000)
Cash Flows from Financing Activities	346,651,578	346,626,578
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	95,000	70,000
Deferred underwriting commissions	12,075,000	12,075,000
Offering costs charged to additional paid in capital in connection with IPO	588,562	588,562
As Reported As Restated | Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash Flow from Operating Activities	(486,202)	(1,227,944)
Cash Flows from Investing Activities	(345,000,000)	(345,000,000)
Cash Flows from Financing Activities	346,651,578	346,626,578
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	95,000	70,000
Deferred underwriting commissions	12,075,000	12,075,000
Offering costs charged to additional paid in capital in connection with IPO	588,562	588,562
Initial value of Class A common stock subject to possible redemption	316,157,260	316,157,260
Change in value of Class A common stock subject to possible redemption	3,602,280	(3,554,570)
Adjustment | Restatement of redeemable common stock as temporary equity
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	(316,157,260)	(316,157,260)
Change in value of Class A common stock subject to possible redemption	$ (3,602,280)	$ 3,554,570

Basis of Presentation and Sum_8

Basis of Presentation and Summary of Significant Accounting Policies - Revised earnings per share calculation (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
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)	$ 6,524,566	$ (7,156,849)	$ 3,112,761		$ 2,480,478
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding	34,500,000				31,087,912
Diluted weighted average shares outstanding	34,500,000				31,087,912
Weighted average shares outstanding	34,500,000				31,087,912
Basic and diluted net income per share	$ 0.15				$ 0.06
Class A Common Stock | Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ (7,156,849)	$ 3,112,761	$ (4,044,088)
Weighted average shares outstanding		34,500,000	24,150,000	29,353,591
Basic and diluted net income per share		$ (0.17)	$ 0.10	$ (0.11)
Class A Common Stock | Restatement of redeemable common stock as temporary equity | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ (7,156,849)	$ 3,112,761	$ (4,044,088)
Weighted average shares outstanding		31,968,089	31,621,444	31,826,280
Basic and diluted net income per share		$ 0	$ 0	$ 0
Class A Common Stock | Restatement of redeemable common stock as temporary equity | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		2,531,911	(7,471,444)	(2,472,689)
Basic and diluted net income per share		$ 0.17	$ (0.10)	$ 0.11
Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding	8,625,000				8,513,736
Diluted weighted average shares outstanding	8,625,000				8,625,000
Class B Common Stock | Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ (7,156,849)	$ 3,112,761	$ (4,044,088)
Basic weighted average shares outstanding			8,287,500
Diluted weighted average shares outstanding			8,625,000
Weighted average shares outstanding		8,625,000		8,457,182
Basic and diluted net income per share		$ (0.17)	$ 0.10	$ (0.11)
Class B Common Stock | Restatement of redeemable common stock as temporary equity | As Reported As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ (7,156,849)	$ 3,112,761	$ (4,044,088)
Basic weighted average shares outstanding			10,302,489
Diluted weighted average shares outstanding			10,302,489
Weighted average shares outstanding		11,156,911		10,732,060
Basic and diluted net income per share		$ (0.64)	$ 0.30	$ (0.38)
Class B Common Stock | Restatement of redeemable common stock as temporary equity | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic weighted average shares outstanding			(2,014,989)
Diluted weighted average shares outstanding			(1,677,489)
Weighted average shares outstanding		(2,531,911)		(2,274,878)
Basic and diluted net income per share		$ (0.47)	$ 0.20	$ (0.27)

Basis of Presentation and Sum_9

Basis of Presentation and Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Number of shares excluded calculation of diluted net income (loss) because their inclusion would be anti-dilutive		14,558,333
Class A Common Stock
Numerator:
Allocation of net income - basic	$ 5,219,653	$ 1,989,515
Allocation of net income - diluted	$ 5,219,653	$ 1,984,382
Denominator:
Basic weighted average common stock outstanding	34,500,000	31,087,912
Diluted weighted average common stock outstanding	34,500,000	31,087,912
Basic net income per common stock	$ 0.15	$ 0.06
Diluted net income per common stock	$ 0.15	$ 0.06
Class B Common Stock
Numerator:
Allocation of net income - basic	$ 1,304,913	$ 490,963
Allocation of net income - diluted	$ 1,304,913	$ 496,096
Denominator:
Basic weighted average common stock outstanding	8,625,000	8,513,736
Diluted weighted average common stock outstanding	8,625,000	8,625,000
Basic net income per common stock	$ 0.15	$ 0.06
Diluted net income per common stock	$ 0.15	$ 0.06

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jan. 28, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,500,000
Purchase price, per unit	$ 10	$ 10
Proceeds from issuance initial public offering		$ 345,000,000
Deferred underwriting fee payable		$ 12,075,000
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of class A common stock in a unit		1
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.25
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	34,500,000
Purchase price, per unit	$ 10
Proceeds from issuance initial public offering	$ 345,000,000
Offering costs incurred	19,600,000
Deferred underwriting fee payable	$ 12,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,500,000

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants - USD ($) $ / shares in Units, $ in Millions	Jan. 28, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		5,933,333
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,933,333
Price of warrants	$ 1.50
Aggregate purchase price	$ 8.9

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Jan. 28, 2021shares	Oct. 21, 2020USD ($)D$ / sharesshares	Sep. 30, 2021USD ($)	Dec. 31, 2020shares
Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture	1,125,000			1,125,000
Sponsor
Related Party Transaction [Line Items]
Consideration received | $			$ 25,000
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Consideration received | $		$ 25,000
Number of shares issued		8,625,000
Shares subject to forfeiture		1,125,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Number of shares not subject to forfeiture	1,125,000
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Anchor Investors | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		1,250,625

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Oct. 21, 2020
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Outstanding balance of related party note		$ 130,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jan. 28, 2021shares	Sep. 30, 2021USD ($)item$ / shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item		3
Granted term	45 days
Sale of Units, net of underwriting discounts (in shares) | shares	4,500,000
Underwriting cash discount per unit | $ / shares		$ 0.20
Underwriter cash discount		$ 6,900,000
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable		$ 12,075,000
Consulting Agreement		$ 2,600,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	4,500,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2021D$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
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
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	8,625,000
Public Warrants exercisable term from the closing of the initial public offering	12 months
Warrants and Rights Outstanding, Term	5 years
Threshold period for filling registration statement after business combination	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Class Of Warrant Or Right, Minimum Threshold Written Notice Period For Redemption Of Warrants	30 days
Share Price	$ 9.20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	5,933,333
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights	$ 0.01
Redemption Period	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold Number of Business Days Before Sending Notice of Redemption to Warrant Holders | D	3
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights	$ 0.10
Redemption Period	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details)	9 Months Ended
	Sep. 30, 2021USD ($)Vote$ / sharesshares	Jun. 30, 2021$ / shares	Mar. 31, 2021$ / shares	Dec. 31, 2020$ / sharesshares
Class A Common Stock
Temporary Equity [Line Items]
Common shares, shares authorized (in shares) | shares	300,000,000			300,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per share | Vote	1
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares) | shares	34,500,000			0
Gross Proceeds	$ 345,000,000
Proceeds allocated to Public Warrants	(7,762,500)
Class A common stock issuance costs	(19,114,492)
Accretion of carrying value to redemption value	26,876,992
Class A common stock subject to possible redemption	$ 345,000,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Deficit
Preferred shares, shares authorized	10,000,000	10,000,000
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 Shares (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares	Jun. 30, 2021$ / shares	Mar. 31, 2021$ / shares	Jan. 28, 2021shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	300,000,000	300,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	34,500,000	0
Common shares, shares outstanding	34,500,000	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)		0
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	8,625,000	8,625,000
Common shares, shares outstanding	8,625,000	8,625,000
Shares subject to forfeiture		1,125,000			1,125,000
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		20.00%
Ratio to be applied to the stock in the conversion	20

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Investments held in Trust Account - Money Market Funds	$ 345,014,175
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	9,231,080
Recurring
Assets:
Investments held in Trust Account - Money Market Funds	345,014,175
Liabilities, Fair Value Disclosure [Abstract]
Total fair value	354,245,255
Assets measured at fair value		$ 0
Liabilities measured at fair value		$ 0
Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	5,433,750
Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	3,797,330
Level 1 | Recurring
Assets:
Investments held in Trust Account - Money Market Funds	345,014,175
Liabilities, Fair Value Disclosure [Abstract]
Total fair value	350,447,925
Level 1 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	5,433,750
Level 3 | Recurring
Liabilities, Fair Value Disclosure [Abstract]
Total fair value	3,797,330
Level 3 | Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	$ 3,797,330

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 12, 2021
Dividend rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.72	9.70	9.76	9.79
Option term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.07	4.98	5	5
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	12	18	14	19
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.1	0.9	1	0.7

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]
Change in fair value of derivative warrant liabilities	$ (6,700,000)			$ (3,900,000)
Warranty liability	9,231,080			9,231,080
Level 1 | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfer of Public Warrants to Level 1			$ (7,762,500)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period	6,586,000	$ 3,738,000
Issuance of Derivative Warrants			13,161,830
Change in fair value of derivative warrant liabilities	(2,788,670)	2,848,000	(1,661,330)
Warrant liabilities at end of period	$ 3,797,330	$ 6,586,000	$ 3,738,000	$ 3,797,330