Iris Acquisition (IRAA) 10-Q 22 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity Registrant Name	TRIBE CAPITAL GROWTH CORP I
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40167
Entity Tax Identification Number	85-3901431
Entity Address, Address Line One	2700 19th Street
Entity Address, City or Town	San Francisco
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	619
Local Phone Number	567-9955
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001831874
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	ATVCU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ATVC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable Warrants Exercisable For Class Common Stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	ATVCW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 577,871
Due from Sponsor	1,256
Prepaid expenses and other current assets	202,522
Deferred offering costs		$ 298,962
Total current assets	781,649	298,962
Marketable securities held in Trust Account	276,009,983
Total Assets	276,791,632	298,962
Current liabilities
Accrued offering costs		262,764
Accounts payable and accrued expenses	84,620
Due to related party	60,000	12,500
Franchise tax payable	150,000
Total current liabilities	294,620	275,264
Deferred underwriting fee payable	9,660,000
Warranty liability	11,700,310
Total Liabilities	21,654,930	275,264
Commitments and Contingencies
Class A common stock subject to possible redemption, 27,600,000 and 0 shares at $10.00 redemption value at September 30, 2021 and December 31, 2020, respectively	276,000,000
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,310
Accumulated deficit	(20,863,988)	(1,302)
Total Stockholders' Equity (Deficit)	(20,863,298)	23,698
Total Liabilities, Class A Common Stock subject to possible redemption and Stockholders' Equity (Deficit)	276,791,632	298,962
Class B Common Stock
Stockholders' Equity (Deficit)
Common stock	$ 690	$ 690

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	280,000,000	280,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	27,600,000	0
Stock subject to possible redemption	27,600,000	0
Stock subject to possible redemption redemption value per share	$ 10	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	6,900,000	6,900,000
Common shares, shares outstanding	6,900,000	6,900,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 295,522	$ 1,088,776
Loss from operations	(295,522)	(1,088,776)
Other income (expense)
Interest income on marketable securities held in Trust Account	5,673	9,983
Change in fair value of warrants	7,051,822	6,621,736
Transaction costs		(606,622)
Excess of fair value of Private Warrants		(298,825)
Total other income	7,057,495	5,726,272
Net income	$ 6,761,973	$ 4,637,496
Class A Common Stock
Other income (expense)
Weighted average shares outstanding, basic	27,600,000	27,600,000
Weighted average shares outstanding, diluted	27,600,000	27,600,000
Basic net income (loss) per common share	$ 0.20	$ 0.13
Diluted net income (loss) per common share	$ 0.20	$ 0.13
Class A Common Stock Subject to Redemption
Other income (expense)
Weighted average shares outstanding, basic	27,600,000	27,600,000
Weighted average shares outstanding, diluted	27,600,000	27,600,000
Basic net income (loss) per common share	$ 0.20	$ 0.13
Diluted net income (loss) per common share	$ 0.20	$ 0.13
Class B Common Stock
Other income (expense)
Weighted average shares outstanding, basic	6,900,000	6,900,000
Weighted average shares outstanding, diluted	6,900,000	6,900,000
Basic net income (loss) per common share	$ 0.20	$ 0.13
Diluted net income (loss) per common share	$ 0.20	$ 0.13

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 690	$ 24,310	$ (1,302)	$ 23,698
Balance at the beginning (in shares) at Dec. 31, 2020	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of shares of Class A common stock subject to possible redemption		$ (24,310)	(25,500,182)	(25,524,492)
Net income			4,637,496	4,637,496
Balance at the end at Sep. 30, 2021	$ 690		(20,863,988)	(20,863,298)
Balance at the end (in shares) at Sep. 30, 2021	6,900,000
Balance at the beginning at Jun. 30, 2021	$ 690		(27,625,961)	(27,625,271)
Balance at the beginning (in shares) at Jun. 30, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income			6,761,973	6,761,973
Balance at the end at Sep. 30, 2021	$ 690		$ (20,863,988)	$ (20,863,298)
Balance at the end (in shares) at Sep. 30, 2021	6,900,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 4,637,496
Adjustments to reconcile net income to net cash used in operating activities:
Excess of fair value of Private Warrants	298,825
Change in fair value of warrant liabilities	(6,621,736)
Transaction costs	606,622
Interest earned on cash and Investments held in Trust Account	(9,983)
Changes in operating assets and liabilities
Prepaid assets	(202,522)
Due from Sponsor	(1,256)
Taxes payable	150,000
Due to related party	47,500
Accounts payable and accrued expenses	120,818
Net cash used in operating activities	(974,236)
Cash flows from investing activities:
Investments and marketable securities held in Trust Account	(276,000,000)
Net cash used in investing activities	(276,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of offering costs	275,552,107
Proceeds from issuance of Private Warrants	7,520,000
Payment of underwriter discount	(5,520,000)
Net cash provided by financing activities	277,552,107
Net Change in Cash	577,871
Cash, end of period	577,871
Supplemental disclosure of non-cash operating and financing activities:
Initial classification of warrant liability	18,023,221
Deferred underwriters' commissions charged to additional paid-in capital	9,660,000
Accretion of Class A common stock subject to redemption value	$ 25,524,492

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Tribe Capital Growth Corp I (the “Company”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. 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 described below (the “IPO”). 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 and unrealized gains and losses on the change in fair value of its warrants. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Tribe Arrow Holdings I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 4, 2021 (the “Effective Date”). On March 9, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, at a price of $1.50 per Private Warrant, generating gross proceeds of $7,520,000, which is discussed in Note 5. Each warrant (including the Private Warrants and the warrants included as part of the Units) entitles the holder to purchase one share of common stock at a price of $11.50 per share. Transaction costs for the IPO amounted to $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs ) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statement of operations, and $15,021,271 was charged directly to stockholders’ equity Following the closing of the IPO on March 9, 2021, $276,000,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, 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 issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will 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 other similar agreement or Business Combination 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 date of the liquidation of the Trust Account, if less than $10.00 per 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 (whether or not such waiver is enforceable) 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources The Company consummated its IPO on March 9, 2021. As of September 30, 2021, the Company had $577,871 in its operating bank account, and working capital of approximately $637,029, which excludes $150,000 of franchise taxes payable that will be paid from interest earned on the Trust Account. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). At September 30, 2021, there was $60,000 outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of and for the three and nine months ended September 30, 2021, the Company’s management determined it should restate the Company’s Current Report on Form 8-K filed by the Company with the SEC on March 15, 2021 and certain of its previously reported financial statements for the three months ended March 31, 2021 and the three and six months ended June 30, 2021. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001 . This resulted in a portion of the Company’s Class A common stock being included as a component of stockholders’ equity. In light of recent guidance from the SEC regarding the classification of redeemable shares, the Company’s management reevaluated the classification of its Class A common stock and determined that the common stock issued during the IPO and pursuant to the exercise of the underwriters’ overallotment (collectively, the “Public Shares”) can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all Public Shares, resulting in the Public Shares being classified as temporary equity in its entirety. As a result, management has recorded a restatement adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and common stock. In connection with the change in presentation for the Public Shares, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. 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 that 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 noted above in this Quarterly Report. The impact of the restatement on the Company’s financial statements is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Balance Sheet as of March 9, 2021 (as set forth in footnote 2 to the Quarterly Report on Form 10-Q filed on July 22, 2021) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 244,358,910 $ 31,641,090 $ 276,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $0.0001 par value ​ 316 ​ (316) ​ — Class B common stock, $0.0001 par value ​ ​ 690 ​ ​ — ​ ​ 690 Additional Paid-in-Capital ​ 5,951,582 ​ (5,921,582) ​ — Accumulated Deficit ​ (922,581) ​ (25,719,192) ​ (26,641,773) Total Stockholders’ Equity (Deficit) ​ $ 5,000,007 ​ $ (31,641,090) ​ $ (26,641,083) Number of shares subject to redemption ​ ​ 24,435,891 ​ 3,164,109 ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Balance Sheet as of March 31, 2021 (as set forth in the Quarterly Report on Form 10-Q filed on July 22, 2021) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption $ 243,535,790 $ 32,464,210 $ 276,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $0.0001 par value ​ 324 ​ (324) ​ — Class B common stock, $0.0001 par value ​ 690 ​ — ​ 690 Additional Paid-in-Capital ​ 6,963,704 ​ (6,963,704) ​ — Accumulated Deficit ​ (1,964,715) ​ (25,500,182) ​ (27,464,897) Total Stockholders’ Equity (Deficit) ​ $ 5,000,003 ​ $ (32,464,210) ​ $ (27,464,207) Number of shares subject to redemption ​ 24,353,579 ​ 3,246,421 ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Unaudited Statement of Operations for the three months ended March 31, 2021 as restated for temporary equity related to Public Shares ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 27,600,000 ​ — ​ 27,600,000 Basic and diluted weighted average shares outstanding, Class A common stock ​ 6,900,000 ​ — ​ 6,900,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ (0.06) ​ $ (0.06) Basic and diluted net income (loss) per share Class B common stock ​ $ (0.28) ​ $ 0.22 ​ $ (0.06) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Balance Sheet as of June 30, 2021 (as set forth in the Quarterly Report on Form 10-Q filed on August 16, 2021) ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption $ 243,374,720 $ 32,625,280 $ 276,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $0.0001 par value ​ 326 ​ (326) ​ — Class B common stock, $0.0001 par value ​ 690 ​ — ​ 690 Additional Paid-in-Capital ​ 7,124,772 ​ (7,124,772) ​ — Accumulated Deficit ​ (2,125,779) ​ (25,500,182) ​ (27,625,961) Total Stockholders’ Equity (Deficit) ​ $ 5,000,009 ​ $ (32,625,280) ​ $ (27,625,271) Number of shares subject to redemption ​ 24,337,472 ​ 3,262,528 ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Reported ​ Adjustment ​ As Restated Unaudited Statement of Operations for the three and six months ended June 30, 2021 as restated for temporary equity related to public shares ​ ​ ​ ​ ​ ​ Three months ended June 30, 2021 ​ ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 24,353,579 ​ 3,246,421 ​ 27,600,000 Basic and diluted weighted average shares outstanding, Class A common stock ​ 10,146,421 ​ (3,246,421) ​ 6,900,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ (0.00) ​ $ (0.00) Basic and diluted net loss per share Class B common stock ​ $ (0.02) ​ $ 0.02 ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, 2021 ​ ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 15,436,872 ​ 1,794,067 ​ 17,230,939 Basic and diluted weighted average shares outstanding, Class A common stock ​ 8,694,067 ​ (1,794,067) ​ 6,900,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ (0.09) ​ $ (0.09) Basic and diluted net income (loss) per share Class B common stock ​ $ (0.24) ​ $ 0.15 ​ $ (0.09) ​

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus related to the IPO dated March 4, 2021 and filed with the SEC on March 8, 2021, which contains the Company’s December 31, 2020 audited financial statements and notes thereto. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $577,871 in cash and did not have any cash equivalents as of September 30, 2021. At December 31, 2020, the Company had no cash and cash equivalents. Investments Held in Trust Account Investments held in Trust Account are held in a money market fund and characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the nine months ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A ​ Class B ​ Class A ​ Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 5,409,578 ​ $ 1,352,395 ​ $ 3,709,997 ​ $ 927,499 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 Basic and diluted net income per share ​ $ 0.20 ​ $ 0.20 ​ $ 0.13 ​ $ 0.13 ​ 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. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs totaling $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statement of operations, and $15,021,271 was charged directly to stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be immaterial as of September 30, 2021. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the nine months ended September 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt -- Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging - Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 4 — Initial Public Offering On March 9, 2021, the Company sold 27,600,000 units, which includes 3,600,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one share of Class A common stock, and one The Company paid an underwriting fee at the closing of the IPO of $5,520,000. As of March 9, 2021, an additional fee of $9,660,000 (see Note 7) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 27,600,000 shares of Class A common stock sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such shares of Class A common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,503,221) Common stock issuance costs ​ (15,021,271) Plus: ​ Accretion of carrying value to redemption value ​ 25,524,492 ​ ​ ​ ​ Contingently redeemable common stock ​ $ 276,000,000 ​ Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen 60th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “ 30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Cantor purchased an aggregate of 5,013,333 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $7,520,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the public warrants included as part of the Units sold in the IPO except that they will be non-redeemable and exercisable on a cashless basis for as long as the Private Warrants are held by the Sponsor or Cantor, the representative of the underwriters, or its permitted transferees. Additionally, for so long as the Private Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the commencement of sales of the IPO.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to an aggregate of 900,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and associated amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 shares were no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the Proposed Public Offering. The loan was to be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. As of March 9, 2021, the Company had fully repaid the balance of the promissory note. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended 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 on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. 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 at the option of the lender. Such warrants would be identical to the Private Warrants. As of September 30, 2021, the Company had $60,000 in borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the IPO, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $67,333 respectively of administrative service fees, which are included in formation and operating costs on the condensed statements of operations.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding Form S-3 demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred underwriting discount of 3.5% (or $9,660,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.

Stockholder's Equity

Stockholder's Equity	9 Months Ended
	Sep. 30, 2021
Stockholder's Equity
Stockholder's Equity	Note 8 — Stockholder’s Equity Preferred stock Class A Common Stock issued outstanding 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 Class A common stock and holders of 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. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (i) any shares of Class A common stock redeemed by public stockholders in connection with the initial Business Combination and (ii) any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Recurring Fair Value Measurements
Recurring Fair Value Measurements	Note 9 —Recurring Fair Value Measurements At September 30, 2021, the Company’s warrant liability was valued at $11,700,310. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. All of the Company’s permitted investments are held in a money market fund. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. During the nine months ending September 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification. The following table presents fair value information as of September 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account – ​ ​ ​ ​ Money Market Funds ​ $ 276,009,983 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrants ​ $ — ​ ​ — ​ $ 5,421,310 Public Warrants ​ $ 6,279,000 ​ ​ — ​ $ — ​ Measurement The Company established the initial fair value for the warrants on March 9, 2021, the date of the consummation of the IPO. On September 30, 2021, the fair value was remeasured. For March 9, 2021, neither the Public Warrants nor the Private Placement Warrants were separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Warrants. In May 2021, the Public Warrants were separately traded in the open market and the valuation for the Public Warrants was based on unadjusted quoted prices at September 30, 2021. For September 30, 2021, the Company used a Monte Carlo simulation model to value the Private Placement Warrants. The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement and at September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 9, 2021 (Initial ​ ​ ​ ​ Input Measurement) September 30, 2021 ​ Risk-free interest rate ​ ​ 1.09 % ​ 1.09 % Expected term (years) ​ ​ 6.31 ​ ​ 5.65 ​ Expected volatility ​ ​ 24.3 % ​ 16.7 % Exercise price ​ $ 11.50 ​ $ 9.71 ​ ​ The change in the fair value of the warrant liabilities classified as Level 3 for the nine months ended September 30, 2021 is summarized as follows: ​ ​ ​ ​ ​ Fair Value at January 1, 2021 $ — Issuance due to initial public offering ​ ​ 18,322,046 Public Warrants reclassified to level 1 (1) ​ ​ (9,108,000) Change in fair value ​ (3,792,736) Fair Value at September 30, 2021 ​ $ 5,421,310 (1) Assumes the Public Warrants were reclassified on June 30, 2021.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus related to the IPO dated March 4, 2021 and filed with the SEC on March 8, 2021, which contains the Company’s December 31, 2020 audited financial statements and notes thereto. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $577,871 in cash and did not have any cash equivalents as of September 30, 2021. At December 31, 2020, the Company had no cash and cash equivalents.
Investment Held in Trust Account	Investments Held in Trust Account Investments held in Trust Account are held in a money market fund and characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income Per Common Stock	Net Income Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the nine months ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A ​ Class B ​ Class A ​ Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 5,409,578 ​ $ 1,352,395 ​ $ 3,709,997 ​ $ 927,499 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 Basic and diluted net income per share ​ $ 0.20 ​ $ 0.20 ​ $ 0.13 ​ $ 0.13
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. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs totaling $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statement of operations, and $15,021,271 was charged directly to stockholders’ equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be immaterial as of September 30, 2021. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the nine months ended September 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt -- Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging - Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Schedule of financial statements been restated	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Balance Sheet as of March 9, 2021 (as set forth in footnote 2 to the Quarterly Report on Form 10-Q filed on July 22, 2021) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 244,358,910 $ 31,641,090 $ 276,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $0.0001 par value ​ 316 ​ (316) ​ — Class B common stock, $0.0001 par value ​ ​ 690 ​ ​ — ​ ​ 690 Additional Paid-in-Capital ​ 5,951,582 ​ (5,921,582) ​ — Accumulated Deficit ​ (922,581) ​ (25,719,192) ​ (26,641,773) Total Stockholders’ Equity (Deficit) ​ $ 5,000,007 ​ $ (31,641,090) ​ $ (26,641,083) Number of shares subject to redemption ​ ​ 24,435,891 ​ 3,164,109 ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Balance Sheet as of March 31, 2021 (as set forth in the Quarterly Report on Form 10-Q filed on July 22, 2021) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption $ 243,535,790 $ 32,464,210 $ 276,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $0.0001 par value ​ 324 ​ (324) ​ — Class B common stock, $0.0001 par value ​ 690 ​ — ​ 690 Additional Paid-in-Capital ​ 6,963,704 ​ (6,963,704) ​ — Accumulated Deficit ​ (1,964,715) ​ (25,500,182) ​ (27,464,897) Total Stockholders’ Equity (Deficit) ​ $ 5,000,003 ​ $ (32,464,210) ​ $ (27,464,207) Number of shares subject to redemption ​ 24,353,579 ​ 3,246,421 ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Unaudited Statement of Operations for the three months ended March 31, 2021 as restated for temporary equity related to Public Shares ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 27,600,000 ​ — ​ 27,600,000 Basic and diluted weighted average shares outstanding, Class A common stock ​ 6,900,000 ​ — ​ 6,900,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ (0.06) ​ $ (0.06) Basic and diluted net income (loss) per share Class B common stock ​ $ (0.28) ​ $ 0.22 ​ $ (0.06) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Previously Reported ​ Adjustment ​ As Restated Balance Sheet as of June 30, 2021 (as set forth in the Quarterly Report on Form 10-Q filed on August 16, 2021) ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption $ 243,374,720 $ 32,625,280 $ 276,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $0.0001 par value ​ 326 ​ (326) ​ — Class B common stock, $0.0001 par value ​ 690 ​ — ​ 690 Additional Paid-in-Capital ​ 7,124,772 ​ (7,124,772) ​ — Accumulated Deficit ​ (2,125,779) ​ (25,500,182) ​ (27,625,961) Total Stockholders’ Equity (Deficit) ​ $ 5,000,009 ​ $ (32,625,280) ​ $ (27,625,271) Number of shares subject to redemption ​ 24,337,472 ​ 3,262,528 ​ 27,600,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ As Reported ​ Adjustment ​ As Restated Unaudited Statement of Operations for the three and six months ended June 30, 2021 as restated for temporary equity related to public shares ​ ​ ​ ​ ​ ​ Three months ended June 30, 2021 ​ ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 24,353,579 ​ 3,246,421 ​ 27,600,000 Basic and diluted weighted average shares outstanding, Class A common stock ​ 10,146,421 ​ (3,246,421) ​ 6,900,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ (0.00) ​ $ (0.00) Basic and diluted net loss per share Class B common stock ​ $ (0.02) ​ $ 0.02 ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, 2021 ​ ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 15,436,872 ​ 1,794,067 ​ 17,230,939 Basic and diluted weighted average shares outstanding, Class A common stock ​ 8,694,067 ​ (1,794,067) ​ 6,900,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ (0.09) ​ $ (0.09) Basic and diluted net income (loss) per share Class B common stock ​ $ (0.24) ​ $ 0.15 ​ $ (0.09)

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Significant Accounting Policies
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the nine months ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A ​ Class B ​ Class A ​ Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 5,409,578 ​ $ 1,352,395 ​ $ 3,709,997 ​ $ 927,499 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 27,600,000 ​ ​ 6,900,000 ​ ​ 27,600,000 ​ ​ 6,900,000 Basic and diluted net income per share ​ $ 0.20 ​ $ 0.20 ​ $ 0.13 ​ $ 0.13

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2021
Initial Public Offering
Schedule Of Common Stock Reflected On The Balance Sheet Are Reconciled	As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from IPO $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,503,221) Common stock issuance costs ​ (15,021,271) Plus: ​ Accretion of carrying value to redemption value ​ 25,524,492 ​ ​ ​ ​ Contingently redeemable common stock ​ $ 276,000,000

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Recurring Fair Value Measurements
Summary of gross holding losses and fair value of held-to-maturity securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account – ​ ​ ​ ​ Money Market Funds ​ $ 276,009,983 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrants ​ $ — ​ ​ — ​ $ 5,421,310 Public Warrants ​ $ 6,279,000 ​ ​ — ​ $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement and at September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 9, 2021 (Initial ​ ​ ​ ​ Input Measurement) September 30, 2021 ​ Risk-free interest rate ​ ​ 1.09 % ​ 1.09 % Expected term (years) ​ ​ 6.31 ​ ​ 5.65 ​ Expected volatility ​ ​ 24.3 % ​ 16.7 % Exercise price ​ $ 11.50 ​ $ 9.71 ​
Schedule of change in the fair value of the warrant liabilities	The change in the fair value of the warrant liabilities classified as Level 3 for the nine months ended September 30, 2021 is summarized as follows: ​ ​ ​ ​ ​ Fair Value at January 1, 2021 $ — Issuance due to initial public offering ​ ​ 18,322,046 Public Warrants reclassified to level 1 (1) ​ ​ (9,108,000) Change in fair value ​ (3,792,736) Fair Value at September 30, 2021 ​ $ 5,421,310 (1) Assumes the Public Warrants were reclassified on June 30, 2021.

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Mar. 09, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering		$ 275,552,107
Transaction costs	$ 15,627,893
Underwriting discount	5,520,000
Deferred underwriting discount	9,660,000	9,660,000
Other offering costs	447,893
Transaction costs	606,622	606,622
Transaction costs included in equity	$ 15,021,271
Investments and marketable securities held in Trust Account		276,000,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)	2 days
Condition for future business combination threshold Net Tangible Assets		5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Minimum net tangible assets upon consummation of the business combination	$ 5,000,001
Threshold business days for redemption of public shares	10 days
Maximum net interest to pay dissolution expenses	$ 100,000
Cash operating bank account		577,871
Franchise tax payable		150,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Cash operating bank account		577,871
Working capital		637,029
Franchise tax payable		150,000
Working Capital Loans
Subsidiary, Sale of Stock [Line Items]
Outstanding balance of related party note		$ 60,000
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		5,013,333
Price of warrant		$ 11.50
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant	$ 0.01
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	27,600,000
Unit price per unit	$ 10
Gross proceeds from sale of units	$ 276,000,000
Transaction costs included in equity		$ 15,021,271
Investments and marketable securities held in Trust Account	$ 276,000,000
Redemption period upon closure	24 months
IPO | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant	$ 11.50
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,013,333
Price of warrant	$ 1.50
Gross proceeds from Issuance of warrants	$ 7,520,000
Private Placement. | Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	1
Price of warrant	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,600,000
Purchase price, per unit	$ 10

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Additional (Details)	Sep. 30, 2021USD ($)$ / sharesshares
Condition for future business combination threshold Net Tangible Assets | $	$ 5,000,001
Common Stock, Redemption Price Per Share | $ / shares	$ 10
Private Warrants
Number of warrants to purchase shares issued | shares	5,013,333

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Schedule of financial statements been restated (Details) - USD ($)	Mar. 09, 2021	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Warranty liability			$ 11,700,310				$ 11,700,310
Liabilities			21,654,930				21,654,930	$ 275,264
Common Stock subject to possible redemption ($)	$ 276,000,000			$ 276,000,000	$ 276,000,000
Additional Paid-in-Capital								24,310
Accumulated deficit	(26,641,773)	$ (27,464,897)	(20,863,988)	(27,625,961)	(27,464,897)	$ (27,625,961)	(20,863,988)	(1,302)
Total Stockholder's Equity	$ (26,641,083)	$ (27,464,207)	$ (20,863,298)	$ (27,625,271)	$ (27,464,207)	$ (27,625,271)	$ (20,863,298)	$ 23,698
Number of shares subject to redemption	27,600,000	27,600,000		27,600,000	27,600,000	27,600,000
As Previously Reported
Common Stock subject to possible redemption ($)	$ 244,358,910			$ 243,374,720	$ 243,535,790
Additional Paid-in-Capital	5,951,582	$ 6,963,704		7,124,772	6,963,704	$ 7,124,772
Accumulated deficit	(922,581)	(1,964,715)		(2,125,779)	(1,964,715)	(2,125,779)
Total Stockholder's Equity	$ 5,000,007	$ 5,000,003		$ 5,000,009	$ 5,000,003	$ 5,000,009
Number of shares subject to redemption	24,435,891	24,353,579		24,337,472	24,353,579	24,337,472
Restatement Adjustment
Common Stock subject to possible redemption ($)	$ 31,641,090			$ 32,625,280	$ 32,464,210
Additional Paid-in-Capital	(5,921,582)	$ (6,963,704)		(7,124,772)	(6,963,704)	$ (7,124,772)
Accumulated deficit	(25,719,192)	(25,500,182)		(25,500,182)	(25,500,182)	(25,500,182)
Total Stockholder's Equity	$ (31,641,090)	$ (32,464,210)		$ (32,625,280)	$ (32,464,210)	$ (32,625,280)
Number of shares subject to redemption	3,164,109	3,246,421		3,262,528	3,246,421	3,262,528
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic		6,900,000	27,600,000	6,900,000		6,900,000	27,600,000
Weighted average shares outstanding, diluted		6,900,000	27,600,000	6,900,000		6,900,000	27,600,000
Basic net income (loss) per common share			$ 0.20				$ 0.13
Diluted net income (loss) per common share			$ 0.20				$ 0.13
Class A Common Stock | As Previously Reported
Common stock	$ 316	$ 324		$ 326	$ 324	$ 326
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic		6,900,000		10,146,421		8,694,067
Weighted average shares outstanding, diluted		6,900,000		10,146,421		8,694,067
Class A Common Stock | Restatement Adjustment
Common stock	(316)	$ (324)		$ (326)	(324)	$ (326)
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic				(3,246,421)		(1,794,067)
Weighted average shares outstanding, diluted				(3,246,421)		(1,794,067)
Class A Common Stock Subject to Redemption
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic		27,600,000	27,600,000	27,600,000		17,230,939	27,600,000
Weighted average shares outstanding, diluted		27,600,000	27,600,000	27,600,000		17,230,939	27,600,000
Basic net income (loss) per common share		$ (0.06)	$ 0.20	$ 0		$ (0.09)	$ 0.13
Diluted net income (loss) per common share		$ (0.06)	$ 0.20	$ 0		$ (0.09)	$ 0.13
Class A Common Stock Subject to Redemption | As Previously Reported
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic		27,600,000		24,353,579		15,436,872
Weighted average shares outstanding, diluted		27,600,000		24,353,579		15,436,872
Basic net income (loss) per common share		$ 0		$ 0		$ 0
Diluted net income (loss) per common share		0		$ 0		$ 0
Class A Common Stock Subject to Redemption | Restatement Adjustment
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic				3,246,421		1,794,067
Weighted average shares outstanding, diluted				3,246,421		1,794,067
Basic net income (loss) per common share		(0.06)		$ 0		$ (0.09)
Diluted net income (loss) per common share		$ (0.06)		$ 0		$ (0.09)
Class B Common Stock
Common stock	$ 690	$ 690	$ 690	$ 690	$ 690	$ 690	$ 690	$ 690
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Weighted average shares outstanding, basic			6,900,000				6,900,000
Weighted average shares outstanding, diluted			6,900,000				6,900,000
Basic net income (loss) per common share		(0.06)	$ 0.20	0		(0.09)	$ 0.13
Diluted net income (loss) per common share		$ (0.06)	$ 0.20	$ 0		$ (0.09)	$ 0.13
Class B Common Stock | As Previously Reported
Common stock	$ 690	$ 690		$ 690	$ 690	$ 690
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Basic net income (loss) per common share		$ (0.28)		$ (0.02)		$ (0.24)
Diluted net income (loss) per common share		(0.28)		(0.02)		(0.24)
Class B Common Stock | Restatement Adjustment
Temporary Equity, Earnings Per Share, Basic and Diluted Calculation [Abstract]
Basic net income (loss) per common share		0.22		0.02		0.15
Diluted net income (loss) per common share		$ 0.22		$ 0.02		$ 0.15

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Mar. 09, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash equivalents		$ 577,871	$ 0
Transaction costs included in equity	$ 15,021,271
Transaction Costs Allocated To Warrant Liability	606,622	606,622
Unrecognized tax benefits		0
Unrecognized tax benefits accrued for interest and penalties		0
Credit Concentration Risk
Federal depository insurance coverage		250,000
IPO
offering costs		15,627,893
underwriting discount	5,520,000	5,520,000
deferred underwriting discount	$ 9,660,000	9,660,000
other offering costs		447,893
Transaction costs included in equity		$ 15,021,271

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation of Net Loss per Common Stock (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income		$ 5,409,578			$ 3,709,997
Denominator:
Basic weighted average shares outstanding, common stock	6,900,000	27,600,000	6,900,000	6,900,000	27,600,000
Diluted weighted average shares outstanding, common stock	6,900,000	27,600,000	6,900,000	6,900,000	27,600,000
Basic net income (loss) per common share		$ 0.20			$ 0.13
Diluted net income (loss) per common share		$ 0.20			$ 0.13
Class B Common Stock
Numerator:
Allocation of net income		$ 1,352,395			$ 927,499
Denominator:
Basic weighted average shares outstanding, common stock		6,900,000			6,900,000
Diluted weighted average shares outstanding, common stock		6,900,000			6,900,000
Basic net income (loss) per common share	$ (0.06)	$ 0.20	$ 0	$ (0.09)	$ 0.13
Diluted net income (loss) per common share	$ (0.06)	$ 0.20	$ 0	$ (0.09)	$ 0.13

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Mar. 09, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.25
Number of shares issuable per warrant	1
Public Warrants expiration term	5 years
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants	$ 0.01
Public Warrants expiration term	5 years
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	27,600,000
Gross proceeds from sale of units	$ 276,000,000
Underwriting fee	5,520,000	$ 5,520,000
Additional fee	$ 9,660,000	$ 9,660,000
IPO | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,600,000
Purchase price, per unit	$ 10

Initial Public Offeering - Warr

Initial Public Offeering - Warrants (Details)	Mar. 09, 2021item$ / sharesshares	Sep. 30, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Warrants expiration term	5 years
Number of shares per warrant | shares	1
Redemption period	30 days
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of trading days on which fair market value of shares is reported | item	20
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115.00%
Class A Common Stock | Minimum
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 9.20
Class A Common Stock | Maximum
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 11.50
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Threshold trading days for redemption of public warrants | item	20
Threshold consecutive trading days for redemption of public warrants | item	30
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Share price trigger used to measure dilution of warrant	$ 18
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A Common Stock
Class of Warrant or Right [Line Items]
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Private Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants		$ 11.50
Number of shares per warrant | shares		1
Public Warrants
Class of Warrant or Right [Line Items]
Warrants expiration term	5 years
Exercise price of warrants	$ 0.01
Public Warrants | Class A Common Stock
Class of Warrant or Right [Line Items]
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Minimum threshold written notice period for redemption of public warrants	30 days

Initial Public Offering - commo

Initial Public Offering - common stock reflected (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Initial Public Offering
Gross proceeds from IPO	$ 276,000,000
Proceeds allocated to Public Warrants	(10,503,221)
Common stock issuance costs	(15,021,271)
Accretion of carrying value to redemption value	25,524,492
Contingently redeemable common stock	$ 276,000,000

Private Placement (Details)

Private Placement (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Mar. 09, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants	$ 7,520,000
Number of shares per warrant		1
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,013,333
Price of warrant	$ 1.50
Exercise price of warrants	$ 11.50
Proceeds from issuance of warrants	$ 7,520,000
Number of shares per warrant	1
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		5,013,333
Exercise price of warrants		$ 1.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Class B Common Stock	1 Months Ended	9 Months Ended	12 Months Ended
	Feb. 28, 2021shares	Sep. 30, 2021item$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Jun. 30, 2021$ / shares	Mar. 31, 2021$ / shares	Mar. 09, 2021$ / shares	Oct. 31, 2020shares
Related Party Transaction [Line Items]
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Over-allotment option
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture		900,000
Sponsor
Related Party Transaction [Line Items]
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Share dividend	0.2
Aggregate number of shares owned	6,900,000
Restrictions on transfer period of time after business combination completion		1 year
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Consideration received | $			$ 25,000
Consideration received, per share | $ / shares			$ 0.004
Consideration received, shares			5,750,000
Shares subject to forfeiture							6,900,000
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture	900,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Operating Costs
Related Party Transaction [Line Items]
Expenses per month	$ 30,000	$ 67,333
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Repayment of promissory note - related party		1,000,000
Administrative Support Agreement | Sponsor
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Related Party Loans
Related Party Transaction [Line Items]
Price of warrant	$ 1.50	$ 1.50
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding Borrowings	$ 60,000	$ 60,000
Loan conversion agreement warrant	$ 1,500,000	$ 1,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Mar. 09, 2021
Commitments and Contingencies
Deferred underwriting fee payable	$ 9,660,000	$ 9,660,000
Underwriter cash discount	3.50%

Stockholder's Equity - Preferre

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

Stockholder's Equity - Common S

Stockholder's Equity - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Jun. 30, 2021$ / shares	Mar. 31, 2021$ / shares	Mar. 09, 2021$ / shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Common shares, votes per share | Vote	1
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	280,000,000				280,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0				0
Common shares, shares outstanding (in shares)	0				0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	27,600,000				0
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000				0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000				20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	6,900,000				6,900,000
Common shares, shares outstanding (in shares)	6,900,000				6,900,000
Ratio to be applied to the stock in the conversion	20

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details)	Sep. 30, 2021USD ($)
Assets:
Marketable securities held in Trust Account	$ 276,009,983
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	11,700,310
Level 1 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	6,279,000
Level 1 | U.S. Treasury Bills | Recurring
Assets:
Cash held in the Trust Account	276,009,983
Level 3 | Recurring | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	$ 5,421,310

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	Sep. 30, 2021$ / sharesUSD ($)	Mar. 09, 2021USD ($)$ / shares
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.09	1.09
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $	5.65	6.31
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	16.7	24.3
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $ / shares	9.71	11.50

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	2 Months Ended	3 Months Ended	7 Months Ended	9 Months Ended
	Mar. 09, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance due to initial public offering	$ 18,322,046
Public Warrants reclassified to level 1			$ (9,108,000)
Change in fair value of warrant liabilities		$ (7,051,822)	(3,792,736)	$ (6,621,736)
Fair Value at end of period		$ 5,421,310	$ 5,421,310	$ 5,421,310