D and Z Media Acquisition (DNZ) 10-Q12 Nov 212021 Q3 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Nov. 12, 2021
Document Information Line Items
Entity Registrant Name	D and Z Media Acquisition Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001830374
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39934
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3390360
Entity Address, Address Line One	2870 Peachtree Road NW
Entity Address, Address Line Two	Suite 509
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30305
City Area Code	(404)
Local Phone Number	585-8233
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant
Document Information Line Items
Trading Symbol	DNZ.U
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-third of one Warrant
Security Exchange Name	NYSE
Class A Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	DNZ
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information Line Items
Trading Symbol	DNZ WS
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Security Exchange Name	NYSE
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,187,500

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 894,816	$ 9,325
Prepaid expenses	370,621	1,971
Total current assets	1,265,437	11,296
Prepaid expenses, net of current portion	121,667
Deferred offering costs		219,620
Marketable securities held in Trust Account	287,510,322
TOTAL ASSETS	288,897,426	230,916
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,042,292	100,000
Promissory note - related party		159,625
Total current liabilities	1,042,292	259,625
Working capital loan	650,000
Deferred underwriting fee payable	10,062,500
Warrant liability	9,250,500
TOTAL LIABILITIES	21,005,292	259,625
Commitments (Note 7)
Class A common stock subject to possible redemption, 28,750,000 and 0 at $10.00 redemption value as of September 30, 2021 and December 31, 2020, respectively	287,500,000
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding	719	719
Additional paid-in capital	180,000	24,281
Accumulated deficit	(19,788,585)	(53,709)
Total stockholders’ (deficit)	(19,607,866)	(28,709)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 288,897,426	$ 230,916

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Common stock, shares subject to possible redemption (in Dollars)	$ 28,750,000	$ 0
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ (356,477)	$ (2,250,788)
Loss from operations	(356,477)	(2,250,788)
Other (loss) income
Change in warrant liability	4,653,833	(389,500)
Interest income	2,977	10,322
Total other income (loss)	4,656,810	(379,178)
Net income (loss)	$ 4,300,333	$ (2,629,966)
Redeemable Class A Common Stock
Other (loss) income
Weighted average shares outstanding (in Shares)	28,750,000	25,801,282
Basic and diluted net income (loss) (in Dollars per share)	$ 0.12	$ (0.08)
Non-Redeemable Common Stock
Other (loss) income
Weighted average shares outstanding (in Shares)	7,187,500	7,187,500
Basic and diluted net income (loss) (in Dollars per share)	$ 0.12	$ (0.08)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 719	$ 24,281	$ (53,709)	$ (28,709)
Balance (in Shares) at Dec. 31, 2020		7,187,500
Accretion for Class A common stock to redemption amount			(84,281)	(17,204,910)	(17,289,191)
Executive compensation			60,000		60,000
Net income (loss)				(1,263,760)	(1,263,760)
Balance at Mar. 31, 2021		$ 719		(18,522,379)	(18,521,660)
Balance (in Shares) at Mar. 31, 2021		7,187,500
Executive compensation			90,000		90,000
Net income (loss)				(5,566,539)	(5,566,539)
Balance at Jun. 30, 2021		$ 719	90,000	(24,088,918)	(23,998,199)
Balance (in Shares) at Jun. 30, 2021		7,187,500
Executive compensation			90,000		90,000
Net income (loss)				4,300,333	4,300,333
Balance at Sep. 30, 2021		$ 719	$ 180,000	$ (19,788,585)	$ (19,607,866)
Balance (in Shares) at Sep. 30, 2021		7,187,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Sep. 30, 2021USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,629,966)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in warrant liability	389,500
Interest income earned on investment held in Trust Account	(10,322)
Executive compensation	240,000
Changes in operating assets and liabilities:
Prepaid expenses	(490,317)
Accounts payable and accrued expenses	942,292
Net cash used in operating activities	(1,558,813)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash deposited into Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Units in Public Offering	287,500,000
Proceeds from sale of Private Placement Warrants	7,650,000
Proceeds of working capital loan	650,000
Proceeds of promissory note - related party	56,367
Payment of promissory note - related party	(215,992)
Payment of offering costs	(5,696,071)
Net cash provided by financing activities	289,944,304
NET INCREASE IN CASH	885,491
CASH BEGINNING OF PERIOD	9,325
CASH END OF PERIOD	894,816
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Deferred underwriting commission charged to additional paid-in capital	10,062,500
Initial classification of common stock subject to possible redemption	$ 287,500,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations D and Z Media Acquisition Corp. (the “Company”) was 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”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business in the media and education technology (ed-tech) sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below and since completion of the IPO, searching for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 st as its fiscal year end. The Company’s sponsor is D and Z Media Holdings LLC, a Delaware limited liability company (the “Sponsor”). Initial Public Offering On January 28, 2021, the Company consummated the IPO, including the full over-allotment option exercised by the underwriters on January 26, 2021, of 28,750,000 units (the “Units” and, with respect to the Class A common stock and warrants included in the Units, the “Public Shares” and “Public Warrants”, respectively), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of private placement warrants (“Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) at a price of $1.50 per warrant in a private placement to the Sponsor and Loop Capital Markets LLC (“Loop”), generating gross proceeds of $7,650,000 which is described in Note 5. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7) and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial 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 1940, as amended (the “Investment Company Act”). Following the closing of the IPO on January 28, 2021, a total of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was 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, 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 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 $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 underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. 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 or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or 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 initial stockholders, officers and directors have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the IPO 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. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s initial stockholders, officers and directors have agreed (i) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would modify 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 within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment and (iii) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment referred to in clause (ii). The Company will have until January 28, 2023 to consummate a Business Combination (as such period may be extended pursuant to the Amended and Restated Certificate of Incorporation, 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Company’s initial stockholders, officers and directors agreed to waive their right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Company’s initial stockholders, officers or directors acquire Public Shares in or after the IPO, 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 underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 7) 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 IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO 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.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2—Significant Accounting Policies Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its IPO as filed with the SEC on January 27, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on January 29, February 3 (except as noted below), March 15 and September 30, 2021. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. As described in Note 3 – Restatement of Balance Sheet included in the Form 10-Q filed with the SEC on May 24, 2021, the Company’s balance sheet as of January 28, 2021 included in the Current Report on Form 8-K filed with the SEC on February 3, 2021 was misstated due to misapplication of accounting guidance related to the Warrants included in the audited balance sheet as of January 28, 2021. The restatement of the January 28, 2021 audited balance sheet was included in the Note 3 – Restatement of Balance Sheet in the Form 10-Q filed on May 24, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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. Liquidity, Capital Resources and Going Concern As of September 30, 2021, the Company had $894,816 of cash and cash equivalents and working capital of $223,145. On September 28, 2021, the Company issued an unsecured promissory note to the Sponsor, whereby the Sponsor has agreed to loan up to $1,000,000 to the Company for working capital needs (the “Sponsor Working Capital Loan”). The Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Sponsor Working Capital Loan is due on the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. As of September 30, 2021, the Company has drawn down $650,000. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. Due to the current liquidity position, including the addition of the Sponsor Working Capital Loan, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for the next 12 months, and therefore the substantial doubt disclosed in the Form 10-Q filed on August 13, 2021 has been alleviated. 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 and cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. During the three months and nine months ended September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. Fair Value Measurements Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet as of September 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 and December 31, 2020 due to the short maturities of such instruments. Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 287,510,322 $ - $ - $ 287,510,322 $ 287,510,322 $ - $ - $ 287,510,322 Liabilities: Private stock warrant liabilities $ - $ - $ 3,213,000 $ 3,213,000 Public stock warrant liabilities 6,037,500 - - 6,037,500 $ 6,037,500 $ - $ 3,213,000 $ 9,250,500 The Warrants are accounted for as liabilities pursuant to FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”) and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period. As of September 30, 2021, the estimated fair value of the Public Warrants was determined by their public trading price and the estimated fair value of the Private Placement Warrants was determined using a Modified Black-Scholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: As of Exercise price $ 11.50 Stock price 9.73 Volatility 15.00 % Term 5.00 Risk-free rate 0.98 % Dividend yield 0.00 % The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at December 31, 2020 $ - Issuance of private warrants 3,111,000 Change in fair value of warrant liabilities 102,000 Warrant liabilities at September 30, 2021 $ 3,213,000 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 limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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 9,583,333 Public Warrants issued in connection with the IPO and the 5,100,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Warrants issued in connection with the IPO and private placement were initially measured at fair value using the Black-Scholes method for Private Placement Warrants and a Monte Carlo simulation model for Public Warrants. Subsequent to being publicly traded, the Company uses the publicly traded warrant price for Public Warrants and the Black-Scholes method for Private Placement Warrants to estimate fair value at each measurement date. 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 a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including common stock shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 28,750,000 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 balance sheet. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs in the aggregate of $15,978,191 have been charged to stockholders’ equity (consisting of $5,635,000 in cash underwriting fees, $9,861,250 in deferred underwriting fees and $481,941 of other offering costs). Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets of approximately $602,000, which is presented net of a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 (loss) Per Common Stock Shares The Company applies the two-class method in calculating net loss per common stock share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock share is computed by dividing the pro rata net loss between the Class A common stock and the Class B common stock by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the Warrants sold in the IPO and private placement since the exercise of such Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Warrants are exercisable for 14,683,333 shares of Class A common stock in the aggregate. Three Months Nine Months Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 3,440,267 $ (2,056,957 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 28,750,000 25,801,282 Basic and diluted net income per share $ 0.12 $ (0.08 ) Non-redeemable common stock Numerator: Net Loss minus Net Earnings Net loss allocable to non-redeemable common stock $ 860,067 $ (573,009 ) Denominator: Weighted Average non-redeemable common stock Basic and diluted weighted average shares outstanding 7,187,500 7,187,500 Basic and diluted net loss per share $ 0.12 $ (0.08 ) Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
Restatement of Previously Issued Financial Statements	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Restatement of Previously Issued Financial Statements	Note 3—Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the Public Shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial Business Combination only if the Company has net tangible assets of at least $5,000,001. Thus, the company has historically classified a portion of Class A common stock in permanent equity to satisfy the $5,000,000 net tangible asset requirement. However, in light of recent comment letters issued by the SEC to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of Public Shares. Upon re-evaluation, management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial Business Combination. 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 changes and has determined that the related impact was material to the previously presented financial statements and those previously issued financial statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to report all Public Shares as temporary equity. As such the Company is reporting these restatements to those periods in this Quarterly Report. Impact of the Restatement The impacts to the balance sheet as of January 28, 2021, March 31, 2021 and June 30, 2021 are presented below: As of January 28, 2021 As Previously Restatement As Restated Balance Sheet Warrant liabilities $ 8,861,000 $ - $ 8,861,000 Class A common stock, subject to possible redemption 264,932,430 22,567,570 (1) 287,500,000 Stockholders’ equity Preferred stock- $0.001 par value - - - Class A common stock, $0.0001 par value 226 (226 ) (1) - Class B common stock, $0.0001 par value 719 - 719 Additional paid-in-capital 5,402,434 (5,402,434 ) (1) - Retained earnings (deficit) (403,376 ) (17,164,910 ) (1) (17,568,286 ) Total stockholders’ equity $ 5,000,003 - $ (17,567,567 ) (1) To record the full value of Public Shares as temporary equity As of March 31, 2021 As Previously Restatement As Restated Balance Sheet Class A common stock, subject to possible redemption $ 263,978,330 $ 23,521,670 (1) $ 287,500,000 Stockholders’ equity Preferred stock- $0.001 par value - - - Class A common stock, $0.0001 par value 235 (235 (1) - Class B common stock, $0.0001 par value 719 - 719 Additional paid-in-capital 6,416,525 (6,416,525 (1) - Retained earnings (deficit) (1,417,469 ) (17,104,910 (1) (18,522,379 ) Total stockholders’ equity $ 5,000,010 $ - $ (18,521,660 ) (1) To record the full value of Public Shares as temporary equity As of June 30, 2021 As Previously Restatement As Restated Balance Sheet Class A common stock, subject to possible redemption 258,501,791 28,998,209 (1) 287,500,000 Stockholders’ equity Preferred stock- $0.001 par value - - - Class A common stock, $0.0001 par value 290 (290 (1) - Class B common stock, $0.0001 par value 719 - 719 Additional paid-in-capital 11,983,009 (11,893,009 (1) 90,000 Retained earnings (deficit) (6,984,008 ) (17,104,910 (1) (24,088,918 ) Total stockholders’ equity $ 5,000,010 - $ (23,998,199 ) (1) To record the full value of Public Shares as temporary equity

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4—Initial Public Offering Pursuant to the IPO, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or January 28, 2022 and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 9).

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5—Private Placement Simultaneously with the closing of the IPO, the Sponsor and Loop purchased 4,915,217 Private Placement Warrants and 184,783 Private Placement Warrants, respectively, for an aggregate of 5,100,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for a total purchase price of $7,650,000 in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is identical to the Public Warrants underlying the Units sold in the IPO, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable, (3) the Private Placement Warrants may be exercised by the holders on a cashless basis and (4) the holders of the Private Placement Warrants (including with respect to the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are entitled to registration rights. If the Private Placement Warrants are held by someone other than the Sponsor, Loop or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. In addition, the Private Placement Warrants held by Loop may not be exercised after January 25, 2026.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6—Related Party Transactions Founder Shares On October 19, 2020, the Sponsor subscribed to purchase 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on October 20, 2020. In December 2020, the Sponsor transferred 25,000 Founder Shares to each of Christine Zhao, Louise Sams, Scott Kurnit, Matt Blank and Dan Rosensweig and 50,000 Founder Shares to Brian Grazer at their original purchase price. In January 2021, the Sponsor transferred 100,000 Founder Shares to Loop at their original purchase price. The transfer of these Founder Shares resulted in the Sponsor holding 6,912,500 Founder Shares. The owners of the Founder Shares had agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares represent 20% of the Company’s issued and outstanding shares after the IPO. The over-allotment was exercised in full on January 26, 2021 and none of the shares were forfeited. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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. Related Party Loans On October 19, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2021 and the completion or abandonment of the IPO. As of December 31, 2020, the Company had an outstanding balance of $159,625 and received an additional $56,367 of loan proceeds in January 2021. The total loan balance outstanding of $215,992 was paid back on January 29, 2021. In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On September 28, 2021, the Company issued an unsecured promissory note to the Sponsor, whereby the Sponsor has agreed to loan up to $1,000,000 to the Company for working capital needs. The Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Sponsor Working Capital Loan is due on the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the discretion of the Sponsor, the Sponsor Working Capital Loan may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had an outstanding balance of $650,000 under the Sponsor Working Capital Loan. Service and Administrative Fees The Company had agreed, commencing on January 26, 2021, to pay the Sponsor a total of $15,000 per month for office space, secretarial and administrative support until completion of the Business Combination or the Company’s liquidation. On May 25, 2021, the Company and the Sponsor agreed to cease such agreement. Service Agreement In February 2021, the Sponsor entered into a Strategic Services Agreement with the Company’s Chief Financial Officer (CFO) to provide services to the Company. The Sponsor agreed to pay the CFO $30,000 on a monthly basis for services until the earlier of the Company completing a Business Combination or January 31, 2022. In accordance with SEC Staff Accounting Bulletin (SAB) 5T, “Accounting for Expenses or Liabilities Paid by Principal Stockholder,” the Company recorded $90,000 and $240,000 as formation and operating costs with a credit to additional paid-in capital as executive compensation for the three month period ended September 30, 2021 and the nine month period ended September 30, 2021, respectively.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
Commitments & Contingencies	Sep. 30, 2021
Commitments Disclosure [Abstract]
Commitments & Contingencies	Note 7—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of 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 are entitled to registration rights pursuant to a registration rights agreement signed on January 25, 2021, the effective date of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are also entitled to $0.35 per Unit of the gross proceeds of the IPO, totaling $10,062,500. This fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
Stockholders’ Equity	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. 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 issued in the IPO and related to the closing of the initial 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 then-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 after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), plus all shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued in connection with or in relation to the consummation of the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities or rights issued or issuable to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors upon conversion of Working Capital Loans), minus the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion will never occur on a less than one-for-one basis.

Warrant Liabilities

Warrant Liabilities	9 Months Ended
Warrant Liabilities	Sep. 30, 2021
Warrant Liablities [Abstract]
Warrant Liabilities	Note 9—Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) January 28, 2022; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed; provided, that 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, it will not be required to file or maintain in effect a registration statement, but it 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. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Warrants have an exercise price of $11.50 per share. If (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable, (3) the Private Placement Warrants may be exercised by the holders on a cashless basis and (4) the holders of the Private Placement Warrants (including with respect to the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are entitled to registration rights. If the Private Placement Warrants are held by someone other than the Sponsor, Loop or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. In addition, the Private Placement Warrants held by Loop may not be exercised after January 25, 2026. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date on which the financial statements were issued. Based upon this review, the Company did not identify any events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
Accounting Policies, by Policy (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
Risks and Uncertainties	Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its IPO as filed with the SEC on January 27, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on January 29, February 3 (except as noted below), March 15 and September 30, 2021. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. As described in Note 3 – Restatement of Balance Sheet included in the Form 10-Q filed with the SEC on May 24, 2021, the Company’s balance sheet as of January 28, 2021 included in the Current Report on Form 8-K filed with the SEC on February 3, 2021 was misstated due to misapplication of accounting guidance related to the Warrants included in the audited balance sheet as of January 28, 2021. The restatement of the January 28, 2021 audited balance sheet was included in the Note 3 – Restatement of Balance Sheet in the Form 10-Q filed on May 24, 2021.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources and Going Concern As of September 30, 2021, the Company had $894,816 of cash and cash equivalents and working capital of $223,145. On September 28, 2021, the Company issued an unsecured promissory note to the Sponsor, whereby the Sponsor has agreed to loan up to $1,000,000 to the Company for working capital needs (the “Sponsor Working Capital Loan”). The Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Sponsor Working Capital Loan is due on the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. As of September 30, 2021, the Company has drawn down $650,000. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. Due to the current liquidity position, including the addition of the Sponsor Working Capital Loan, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for the next 12 months, and therefore the substantial doubt disclosed in the Form 10-Q filed on August 13, 2021 has been alleviated.
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 and cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 or December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. During the three months and nine months ended September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.
Fair Value Measurements	Fair Value Measurements Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet as of September 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 and December 31, 2020 due to the short maturities of such instruments. Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 287,510,322 $ - $ - $ 287,510,322 $ 287,510,322 $ - $ - $ 287,510,322 Liabilities: Private stock warrant liabilities $ - $ - $ 3,213,000 $ 3,213,000 Public stock warrant liabilities 6,037,500 - - 6,037,500 $ 6,037,500 $ - $ 3,213,000 $ 9,250,500 The Warrants are accounted for as liabilities pursuant to FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”) and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period. As of September 30, 2021, the estimated fair value of the Public Warrants was determined by their public trading price and the estimated fair value of the Private Placement Warrants was determined using a Modified Black-Scholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: As of Exercise price $ 11.50 Stock price 9.73 Volatility 15.00 % Term 5.00 Risk-free rate 0.98 % Dividend yield 0.00 % The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at December 31, 2020 $ - Issuance of private warrants 3,111,000 Change in fair value of warrant liabilities 102,000 Warrant liabilities at September 30, 2021 $ 3,213,000
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 limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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 9,583,333 Public Warrants issued in connection with the IPO and the 5,100,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Warrants issued in connection with the IPO and private placement were initially measured at fair value using the Black-Scholes method for Private Placement Warrants and a Monte Carlo simulation model for Public Warrants. Subsequent to being publicly traded, the Company uses the publicly traded warrant price for Public Warrants and the Black-Scholes method for Private Placement Warrants to estimate fair value at each measurement date.
Common Stock Subject to Possible Redemption	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 a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including common stock shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 28,750,000 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 balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs in the aggregate of $15,978,191 have been charged to stockholders’ equity (consisting of $5,635,000 in cash underwriting fees, $9,861,250 in deferred underwriting fees and $481,941 of other offering costs).
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets of approximately $602,000, which is presented net of a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 (loss) Per Common Stock Shares	Net income (loss) Per Common Stock Shares The Company applies the two-class method in calculating net loss per common stock share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock share is computed by dividing the pro rata net loss between the Class A common stock and the Class B common stock by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the Warrants sold in the IPO and private placement since the exercise of such Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Warrants are exercisable for 14,683,333 shares of Class A common stock in the aggregate. Three Months Nine Months Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 3,440,267 $ (2,056,957 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 28,750,000 25,801,282 Basic and diluted net income per share $ 0.12 $ (0.08 ) Non-redeemable common stock Numerator: Net Loss minus Net Earnings Net loss allocable to non-redeemable common stock $ 860,067 $ (573,009 ) Denominator: Weighted Average non-redeemable common stock Basic and diluted weighted average shares outstanding 7,187,500 7,187,500 Basic and diluted net loss per share $ 0.12 $ (0.08 )
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended
Significant Accounting Policies (Tables)	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of the fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses	Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 287,510,322 $ - $ - $ 287,510,322 $ 287,510,322 $ - $ - $ 287,510,322 Liabilities: Private stock warrant liabilities $ - $ - $ 3,213,000 $ 3,213,000 Public stock warrant liabilities 6,037,500 - - 6,037,500 $ 6,037,500 $ - $ 3,213,000 $ 9,250,500
Schedule of significant inputs to the valuation	As of Exercise price $ 11.50 Stock price 9.73 Volatility 15.00 % Term 5.00 Risk-free rate 0.98 % Dividend yield 0.00 %
Schedule of measured on a recurring basis	Warrant liabilities at December 31, 2020 $ - Issuance of private warrants 3,111,000 Change in fair value of warrant liabilities 102,000 Warrant liabilities at September 30, 2021 $ 3,213,000
Schedule of non-redeemable common stock shares’ proportionate interest	Three Months Nine Months Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income (loss) allocable to Class A Common Stock subject to possible redemption $ 3,440,267 $ (2,056,957 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 28,750,000 25,801,282 Basic and diluted net income per share $ 0.12 $ (0.08 ) Non-redeemable common stock Numerator: Net Loss minus Net Earnings Net loss allocable to non-redeemable common stock $ 860,067 $ (573,009 ) Denominator: Weighted Average non-redeemable common stock Basic and diluted weighted average shares outstanding 7,187,500 7,187,500 Basic and diluted net loss per share $ 0.12 $ (0.08 )

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Schedule of balance sheet	As of January 28, 2021 As Previously Restatement As Restated Balance Sheet Warrant liabilities $ 8,861,000 $ - $ 8,861,000 Class A common stock, subject to possible redemption 264,932,430 22,567,570 (1) 287,500,000 Stockholders’ equity Preferred stock- $0.001 par value - - - Class A common stock, $0.0001 par value 226 (226 ) (1) - Class B common stock, $0.0001 par value 719 - 719 Additional paid-in-capital 5,402,434 (5,402,434 ) (1) - Retained earnings (deficit) (403,376 ) (17,164,910 ) (1) (17,568,286 ) Total stockholders’ equity $ 5,000,003 - $ (17,567,567 ) (1) To record the full value of Public Shares as temporary equity As of March 31, 2021 As Previously Restatement As Restated Balance Sheet Class A common stock, subject to possible redemption $ 263,978,330 $ 23,521,670 (1) $ 287,500,000 Stockholders’ equity Preferred stock- $0.001 par value - - - Class A common stock, $0.0001 par value 235 (235 (1) - Class B common stock, $0.0001 par value 719 - 719 Additional paid-in-capital 6,416,525 (6,416,525 (1) - Retained earnings (deficit) (1,417,469 ) (17,104,910 (1) (18,522,379 ) Total stockholders’ equity $ 5,000,010 $ - $ (18,521,660 ) As of June 30, 2021 As Previously Restatement As Restated Balance Sheet Class A common stock, subject to possible redemption 258,501,791 28,998,209 (1) 287,500,000 Stockholders’ equity Preferred stock- $0.001 par value - - - Class A common stock, $0.0001 par value 290 (290 (1) - Class B common stock, $0.0001 par value 719 - 719 Additional paid-in-capital 11,983,009 (11,893,009 (1) 90,000 Retained earnings (deficit) (6,984,008 ) (17,104,910 (1) (24,088,918 ) Total stockholders’ equity $ 5,000,010 - $ (23,998,199 )

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 28, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Shares price per unit		$ 18
Gross proceeds (in Dollars)	$ 287,500,000	$ 287,500,000
Fair market value percentage		80.00%
Sale of per share price	$ 10
Net tangible assets (in Dollars)		$ 5,000,001
Aggregate public shares, percentage		15.00%
Redemption of public shares percentage		100.00%
Dissolution expenses (in Dollars)		$ 100,000
Public per share price		$ 10
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)	28,750,000	28,750,000
Shares price per unit	$ 10	$ 10
Gross proceeds (in Dollars)	$ 287,500,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares price per unit		$ 1.5
Gross proceeds of private placement (in Dollars)		$ 7,650,000
Initial Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares price per unit		$ 10
Public per share price		$ 10
Investment Company [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of issued and outstanding voting securities		50.00%

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	9 Months Ended
Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2021	Sep. 28, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents	$ 894,816		$ 9,325
Working capital	223,145
Company drawn down	650,000
Federal depository insurance coverage	$ 250,000
Possible redemtion common stock (in Shares)	28,750,000
Aggregate Offering Cost	$ 15,978,191
Underwriters fee	5,635,000
Deferred underwriting fees	9,861,250
Other offering cost	481,941
Deferred tax assets	$ 602,000
Private placement purchase an aggregate (in Shares)	14,683,333
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Public warrants (in Shares)	9,583,333
Private placement warrants (in Shares)	5,100,000
Promissory Note [Member]
Significant Accounting Policies (Details) [Line Items]
Aggregate loan amount		$ 1,000,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of the fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses	Sep. 30, 2021USD ($)
Assets:
U.S. Treasury Securities held in Trust Account	$ 287,510,322
Total	287,510,322
Liabilities:
Private stock warrant liabilities	3,213,000
Public stock warrant liabilities	6,037,500
Total	9,250,500
Level 1 [Member]
Assets:
U.S. Treasury Securities held in Trust Account	287,510,322
Total	287,510,322
Liabilities:
Private stock warrant liabilities
Public stock warrant liabilities	6,037,500
Total	6,037,500
Level 2 [Member]
Assets:
U.S. Treasury Securities held in Trust Account
Total
Liabilities:
Private stock warrant liabilities
Public stock warrant liabilities
Total
Level 3 [Member]
Assets:
U.S. Treasury Securities held in Trust Account
Total
Liabilities:
Private stock warrant liabilities	3,213,000
Public stock warrant liabilities
Total	$ 3,213,000

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of significant inputs to the valuation	9 Months Ended
	Sep. 30, 2021$ / shares
Schedule of significant inputs to the valuation [Abstract]
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 9.73
Volatility	15.00%
Term	5 years
Risk-free rate	0.98%
Dividend yield	0.00%

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of measured on a recurring basis	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of measured on a recurring basis [Abstract]
Warrant liabilities at December 31, 2020
Issuance of private warrants	3,111,000
Change in fair value of warrant liabilities	102,000
Warrant liabilities at September 30, 2021	$ 3,213,000

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of non-redeemable common stock shares’ proportionate interest - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Redeemable Class A Common Stock [Member]
Numerator: Earnings allocable to Redeemable Class A Common Stock
Net income (loss) allocable to Class A Common Stock subject to possible redemption	$ 3,440,267	$ (2,056,957)
Basic and diluted weighted average shares outstanding	28,750,000	25,801,282
Basic and diluted net income per share	$ 0.12	$ (0.08)
Non-Redeemable Class A and Class B Common Stock [Member]
Numerator: Net Loss minus Net Earnings
Net loss allocable to non-redeemable common stock	$ 860,067	$ (573,009)
Basic and diluted weighted average shares outstanding	7,187,500	7,187,500
Basic and diluted net loss per share	$ 0.12	$ (0.08)

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Sep. 30, 2021USD ($)
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net tangible assets	$ 5,000,000
Business Combination [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net tangible assets	5,000,001
Class A Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net tangible assets	$ 5,000,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet - USD ($)		Jun. 30, 2021	Mar. 31, 2021	Jan. 28, 2021
As Previously Reported [Member]
Balance Sheet
Warrant liabilities				$ 8,861,000
Class A common stock, subject to possible redemption Total	[1]			264,932,430
Class A common stock, subject to possible redemption		$ 258,501,791	$ 263,978,330
Stockholders’ equity
Preferred stock- $0.001 par value
Class A common stock, $0.0001 par value		290	235
Class A common stock, $0.0001 par value Total	[1]			226
Class B common stock, $0.0001 par value		719	719	719
Additional paid-in-capital		11,983,009	6,416,525
Retained earnings (deficit)		(6,984,008)	(1,417,469)
Additional paid-in-capital Total	[1]			5,402,434
Retained earnings (deficit) Total	[1]			(403,376)
Total stockholders’ equity		5,000,010	5,000,010	5,000,003
As Previously Reported [Member]
Balance Sheet
Warrant liabilities
Class A common stock, subject to possible redemption Total				22,567,570
Class A common stock, subject to possible redemption		28,998,209	23,521,670
Stockholders’ equity
Preferred stock- $0.001 par value
Class A common stock, $0.0001 par value
Class A common stock, $0.0001 par value Total				(226)
Class B common stock, $0.0001 par value
Additional paid-in-capital
Retained earnings (deficit)
Additional paid-in-capital Total				(5,402,434)
Retained earnings (deficit) Total				(17,164,910)
Total stockholders’ equity
As Revised [Member]
Balance Sheet
Warrant liabilities				8,861,000
Class A common stock, subject to possible redemption Total				287,500,000
Class A common stock, subject to possible redemption		287,500,000	287,500,000
Stockholders’ equity
Preferred stock- $0.001 par value
Class A common stock, $0.0001 par value
Class B common stock, $0.0001 par value		719	719	719
Additional paid-in-capital		90,000
Retained earnings (deficit)		(24,088,918)	(18,522,379)
Retained earnings (deficit) Total				(17,568,286)
Total stockholders’ equity		$ (23,998,199)	$ (18,521,660)	$ (17,567,567)

[1]	To record the full value of Public Shares as temporary equity

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended	9 Months Ended
Initial Public Offering (Details) - $ / shares	Jan. 28, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Sale of price per share		$ 18
Business combination expire term		5 years
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	28,750,000	28,750,000
Sale of price per share	$ 10	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Sale of price per share		$ 11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
Private Placement (Details)	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Total purchase price (in Dollars) \| $	$ 7,650,000
IPO [Member]
Private Placement (Details) [Line Items]
Sponsor purchased shares	4,915,217
Private Placement [Member]
Private Placement (Details) [Line Items]
Sponsor purchased shares	184,783
Aggregate shares	5,100,000
Warrant price per share (in Dollars per share) \| $ / shares	$ 1.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 19, 2020	Jan. 26, 2021	Jun. 30, 2021	Sep. 30, 2021	Jan. 29, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Founder shares, description				In December 2020, the Sponsor transferred 25,000 Founder Shares to each of Christine Zhao, Louise Sams, Scott Kurnit, Matt Blank and Dan Rosensweig and 50,000 Founder Shares to Brian Grazer at their original purchase price. In January 2021, the Sponsor transferred 100,000 Founder Shares to Loop at their original purchase price. The transfer of these Founder Shares resulted in the Sponsor holding 6,912,500 Founder Shares. The owners of the Founder Shares had agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares represent 20% of the Company’s issued and outstanding shares after the IPO. The over-allotment was exercised in full on January 26, 2021 and none of the shares were forfeited.
Initial stockholders description				The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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	$ 300,000
Outstanding balance						$ 159,625
Loan amount						$ 56,367
Total loan amount repayment					$ 215,992
Working capital				$ 1,500,000
Liquidation aggregate				$ 15,978,191
Administrative office fees expenses		$ 15,000
Service agreement description				The Sponsor agreed to pay the CFO $30,000 on a monthly basis for services until the earlier of the Company completing a Business Combination or January 31, 2022. In accordance with SEC Staff Accounting Bulletin (SAB) 5T, “Accounting for Expenses or Liabilities Paid by Principal Stockholder,” the Company recorded $90,000 and $240,000 as formation and operating costs with a credit to additional paid-in capital as executive compensation for the three month period ended September 30, 2021 and the nine month period ended September 30, 2021, respectively.
Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
Liquidation aggregate			$ 1,000,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Working capital				$ 650,000
Warrant price per share (in Dollars per share)			$ 1.5
Additional Paid-in Capital [Member]
Related Party Transactions (Details) [Line Items]
General and administrative expense				$ 90,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of common shares (in Shares)				5,100,000
Warrant price per share (in Dollars per share)				$ 1.5
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value (in Dollars per share)				$ 0.0001		$ 0.0001
Class B Common Stock [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of common shares (in Shares)	7,187,500
Common stock par value (in Dollars per share)	$ 0.0001

Commitments & Contingencies (De

Commitments & Contingencies (Details)	9 Months Ended
Commitments & Contingencies (Details)	Sep. 30, 2021USD ($)$ / shares
Commitments & Contingencies (Details) [Line Items]
Public offering per share \| $ / shares	$ 0.35
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Aggregate of proposed public offering \| $	$ 10,062,500

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	1 Months Ended	9 Months Ended	12 Months Ended
Stockholders’ Equity (Details) - $ / shares	Jan. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Original purchase price	100,000		50,000
Founder holding shares	6,912,500
Converted basis of common stock shares, percentage		20.00%
Christine Zhao [Member]
Stockholders’ Equity (Details) [Line Items]
Founder share			25,000
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		28,750,000
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		7,187,500

Warrant Liabilities (Details)

Warrant Liabilities (Details)	9 Months Ended
Warrant Liabilities (Details)	Sep. 30, 2021$ / shares
Warrant Liabilities (Details) [Line Items]
Warrants and rights term	5 years
Price per share	$ 9.2
Gross proceeds	60.00%
Market value and newly issued price, per share percentage	180.00%
Redemption trigger price per share	$ 18
Common stock price per share	18
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Warrants price per share	0.01
Market value per share	$ 9.2
Market value and newly issued price, per share percentage	115.00%
Class A Common Stock [Member]
Warrant Liabilities (Details) [Line Items]
Warrants price per share	$ 11.5
Common stock price per share	$ 11.5