Spectral AI (MDAI) 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. 22, 2021
Document Information Line Items
Entity Registrant Name	ROSECLIFF ACQUISITION CORP I
Trading Symbol	RCLF
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001833498
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40058
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3987148
Entity Address, Address Line One	767 5th Avenue 34th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10153
City Area Code	(212)
Local Phone Number	492-3000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,300,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,325,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash		$ 863,774
Prepaid expenses		399,038
Total Current Assets		1,262,812
Deferred offering costs			164,899
Marketable securities held in Trust Account		253,023,010
TOTAL ASSETS		254,285,822	164,899
Current liabilities
Accrued expenses		1,306,051	675
Accrued offering costs		12,000	99,899
Due to Sponsor		16,152
Promissory note – related party			40,000
Total Current Liabilities		1,334,203	140,574
Warrant liabilities		7,227,000
Deferred underwriting fee payable		8,855,000
Total Liabilities		17,416,203	140,574
Commitments and contingencies
Class A common stock subject to possible redemption 25,300,000 and no shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020, respectively		253,000,000
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 80,000,000 shares authorized
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,325,000 shares issued and outstanding at September 30, 2021 and December 31, 2020	[1],[2]	633	633
Additional paid-in capital			24,367
Accumulated deficit		(16,131,014)	(675)
Total Stockholders’ (Deficit) Equity		(16,130,381)	24,325
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY		$ 254,285,822	$ 164,899
[1]	At December 31, 2020, included up to 825,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).
[2]	On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock split.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	25,300,000
Common stock, per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,325,000	6,325,000
Common stock, shares outstanding	6,325,000	6,325,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 1,192,736	$ 1,637,589
Loss from operations	(1,192,736)	(1,637,589)
Other income (expense):
Change in fair value of warrants	3,416,400	4,599,000
Transaction costs allocated to warrant liabilities		(438,283)
Interest earned on marketable securities held in Trust Account	3,506	23,010
Total other income (expense), net	3,419,906	4,183,727
Net income	$ 2,227,170	$ 2,546,138
Class A Redeemable Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	25,300,000	20,851,648
Basic and diluted net income loss per share (in Dollars per share)	$ 0.07	$ 0.09
Class B Non-Redeemable Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	6,325,000	6,179,945
Basic and diluted net income loss per share (in Dollars per share)	$ 0.07	$ 0.09

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 633	$ 24,367	$ (675)	$ 24,325
Balance (in Shares) at Dec. 31, 2020		6,325,000
Cash paid in excess of fair value of Private placement warrants			2,824,000		2,824,000
Cash paid in excess of fair value of Private placement warrants (in Shares)
Accretion for Class A ordinary shares to redemption amount			(2,848,367)	(18,676,477)	(21,524,844)
Net Income (loss)				3,221,641	3,221,641
Balance at Mar. 31, 2021		$ 633		(15,455,511)	(15,454,878)
Balance (in Shares) at Mar. 31, 2021		6,325,000
Net Income (loss)				(2,902,673)	(2,902,673)
Balance at Jun. 30, 2021		$ 633		(18,358,184)	(18,357,551)
Balance (in Shares) at Jun. 30, 2021		6,325,000
Net Income (loss)				2,227,170	2,227,170
Balance at Sep. 30, 2021		$ 633		$ (16,131,014)	$ (16,130,381)
Balance (in Shares) at Sep. 30, 2021		6,325,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 2,546,138
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	(4,599,000)
Transaction costs allocated to warrant liabilities	438,283
Interest earned on marketable securities held in Trust Account	(23,010)
Changes in operating assets and liabilities:
Prepaid expenses	(399,038)
Accrued expenses	1,305,376
Net cash used in operating activities	(731,251)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(253,000,000)
Net cash used in investing activities	(253,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	247,940,000
Proceeds from sale of Private Placements Warrants	7,060,000
Proceeds from promissory note – related party	109,152
Repayments of promissory note – related party	(133,000)
Payment of offering costs	(381,127)
Net cash provided by financing activities	254,595,025
Net Change in Cash	863,774
Cash – Beginning of period
Cash – End of period	863,774
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	12,000
Payment of accrued expenses through promissory note	16,152
Deferred underwriting fee payable	$ 8,855,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rosecliff Acquisition Corp I (the “Company”) is a blank check company incorporated in Delaware on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021 the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,706,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Rosecliff Acquisition Sponsor I LLC (the “Sponsor”) generating gross proceeds of $7,060,000, which is described in Note 5. Transaction costs amounted to $14,373,127, consisting of $5,060,000 in cash underwriting fees, $8,855,000 in deferred underwriting fees, and $458,127 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until February 17, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction 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 Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, we had cash of $863,774. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Based on the above, management evaluated the Company’s liquidity and financial condition and has determined that sufficient capital and access to capital exists to sustain operations for at least one year from the date the financial statements were issued.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
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 September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the Class A common stock and determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment 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 shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. 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 previously presented financial statements and those previously issued financial statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of February 17, 2021, March 31, 2021 and June 30, 2021 should be restated to report all Public Shares as temporary equity. As such the Company is reporting these restatements to those periods in this Quarterly Report. In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss), with all allocated to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, or net income (loss). The impact of the restatement on the Company’s financial statements is reflected in the following tables: Balance Sheet as of February 17, 2021 (audited) As Previously Adjustment As Restated Class A common stock subject to possible redemption $ 228,885,190 $ 24,114,810 $ 253,000,000 Class A common stock $ 241 $ (241 ) $ — Additional paid-in capital $ 5,438,092 $ (5,438,092 ) $ — Accumulated deficit $ (438,958 ) $ (18,676,477 ) $ (19,115,435 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (24,114,810 ) $ (19,114,802 ) Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 232,545,120 $ 20,454,880 $ 253,000,000 Class A common stock $ 205 $ (205 ) $ — Additional paid-in capital $ 1,778,198 $ (1,778,198 ) $ — Accumulated deficit $ 3,220,966 $ (18,676,477 ) $ (15,455,511 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (20,454,880 ) $ (15,454,878 ) Balance Sheet as of June 30, 2021 Class A Common stock subject to possible redemption $ 229,642,450 $ 23,357,550 $ 253,000,000 Class A Common stock $ 234 $ (234 ) $ — Additional paid-in capital $ 4,680,839 $ (4,680,839 ) $ — Accumulated deficit $ 318,293 $ (18,676,477 ) $ (18,358,184 ) Total Shareholders’ Equity (Deficit) $ 4,999,999 $ (23,357,550 ) $ (18,357,551 ) Statement of Operations for the Three Months Ended March 31, 2021 As Previously Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,300,000 (25,300,000 ) — Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,885,000 (5,885,000 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.55 $ (0.55 ) $ — Weighted average shares outstanding of Class A common stock — 11,939,326 11,939,326 Basic and diluted net income per share, Class A common stock $ — $ 0.18 $ 0.18 Weighted average shares outstanding of Class B common stock — 5,885,000 5,885,000 Basic and diluted net income per share, Class B common stock $ — $ 0.18 $ 0.18 Statement of Operations for the Three Months Ended June 30, 2021 As Previously Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,300,000 (25,300,000 ) — Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,325,000 (6,325,000 ) — Basic and diluted net loss (income) per share, Non-redeemable common stock $ (0.46 ) $ 0.46 $ — Weighted average shares outstanding of Class A common stock — 25,300,000 25,300,000 Basic and diluted net loss per share, Class A common stock $ — $ (0.09 ) $ (0.09 ) Weighted average shares outstanding of Class B common stock — 6,325,000 6,325,000 Basic and diluted net loss per share, Class B common stock $ — $ (0.09 ) $ (0.09 ) Statement of Operations for the Six Months Ended June 30, 2021 As Previously Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,300,000 (25,300,000 ) — Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,106,215 (6,106,215 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.05 $ (0.05 ) $ — Weighted average shares outstanding of Class A common stock — 18,693,889 18,693,889 Basic and diluted net income per share, Class A common stock $ — $ 0.01 $ 0.01 Weighted average shares outstanding of Class B common stock — 6,106,215 6,106,215 Basic and diluted net income per share, Class B common stock $ — $ 0.01 $ 0.01 Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) As Previously Adjustment As Restated Initial classification of common stock subject to possible redemption $ 228,885,190 $ 24,114,810 $ 253,000,000 Change in value of common stock subject to redemption $ 3,659,930 $ (3,659,930 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) As Previously Adjustment As Restated Initial classification of common stock subject to possible redemption $ 228,885,190 $ 24,114,810 $ 253,000,000 Change in value of common stock subject to redemption $ 757,250 $ (757,250 ) $ —

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed 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 prospectus for its Initial Public Offering as filed with the SEC on February 16, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account At September 30, 2021, the majority of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account. The Company presents its investments in treasury securities on the balance sheet at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company presents its investments in money market funds on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 25,300,000 and no Class A common stock subject to possible redemption is presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants $ (7,590,000 ) Class A common stock issuance costs $ (13,934,844 ) Plus: Accretion of carrying value to redemption value $ 21,524,844 Class A common stock subject to possible redemption $ 253,000,000 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants in accordance with the guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”) and determined that the warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Accordingly, the Company recognizes the 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Public Warrants are valued by the closing price of the observable market quote in an active market. The Private Placement Warrants are valued using an observable market quote for a similar asset in an active market. See Notes 10 and 11. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets of which had a full valuation allowance recorded against them. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), the change in value of warrant liabilities, and the transaction costs allocated to the warrant liabilities which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class method in calculating earnings per share. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,140,000 shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or 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 net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ 1,781,736 $ 445,434 $ 1,964,042 $ 582,096 Denominator: Basic and diluted weighted average shares outstanding 25,300,000 6,325,000 20,851,648 6,179,945 Basic and diluted net loss per share of common stock $ 0.07 $ 0.07 $ 0.09 $ 0.09 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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 9). 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 will have no impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,300,000 Units, which includes a full exercise by the underwriter of its overallotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 4,706,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,060,000 in the aggregate) from the Company in a private placement. Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended December 31, 2020, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock split. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock upon the consummation of the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Amount Due to Sponsor At September 30, 2021 the Company had advances owed to the Sponsor in the amount of $16,152. At December 31, 2020, there were no advances owed to the Sponsor. Administrative Services Agreement Commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, support and administrative services. For the three and nine months ended September 30, 2021, the Company accrued $30,000 and $80,000 in fees for these services, respectively, of which such amount is included in accrued expenses in the accompanying condensed balance sheets. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. 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 fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock 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 our shareholders, except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, 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 excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 9. WARRANTS As of September 30, 2021, there were 8,433,333 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the shares of Class A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. At September 30, 2021, there were 4,706,667 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The fair value hierarchy (see Note 3) is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. At September 30, 2021, assets held in the Trust Account were comprised of $253,023,010 in a U.S. Fixed income securities fund. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Fund 1 $ 253,023,010 Description Level September 30, Liabilities: Warrant Liability – Public Warrants 1 $ 4,638,333 Warrant Liability – Private Placement Warrants 2 $ 2,588,667 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying September 30, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. The Company initially valued its Private Placement Warrants utilizing a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology and subsequently valued the Private Placement Warrants through June 30, 2021, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities was determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the Private Placement Warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Private Placement Warrants. The expected life of the warrants were assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrant was used as the fair value for the Warrants as of each relevant date. At September 30, 2021 the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. The following table presents the changes in the fair value of the warrant liabilities (Level 3 measurements): Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 17, 2021 4,236,000 7,590,000 11,826,000 Change in fair value (1,364,933 ) (2,445,667 ) (3,810,600 ) Fair value as of March 31, 2021 $ 2,871,067 $ 5,144,333 $ 8,015,400 Change in fair value 941,333 1,686,667 2,628,000 Transfer to Level 1 — (6,831,000 ) (6,831,000 ) Fair value as of June 30, 2021 3,812,400 — 3,812,400 Change in fair value (1,223,733 ) — (1,223,733 ) Transfer to Level 2 (2,588,667 ) — (2,588,667 ) Fair value as of September 30, 2021 $ — — — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants previously transferred from a Level 3 measurement to a Level 1 fair value measurement during the six months ended June 30, 2021 was $6,831,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $2,588,667.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS On November 9, 2021, the Company (“Rosecliff”), GT Gettaxi Listco, a Cayman Islands corporation (“Pubco”), GT Gettaxi Limited, a Cyprus corporation (“GT Gettaxi”), GT Gettaxi SPV, a Cayman Islands exempted company (“SPV Holdco”), GT Gettaxi Merger Sub 1, a Cayman Islands exempted company (“Merger Sub I”), Gett Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), and Dooboo Holding Limited, a Cyprus corporation (“Dooboo”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other things, Rosecliff agreed to combine with the Company in a business combination. Each of Pubco, SPV Holdco, Merger Sub I and Merger Sub II is a newly formed entity that was formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. At the SPV Merger Effective Time, Pubco will issue to the shareholders of GT Gettaxi an aggregate number of Pubco Ordinary Shares equal to the quotient of $821 million (“SPV Value”) divided by $10.00 per share (the “SPV Share Consideration”). A portion of the SPV Share Consideration shall be issued at the closing of the business combination, with the remaining portion of the SPV Share Consideration to be issued upon the earliest to occur of the two year anniversary of the Closing Date, the date on which the product of the SPV Share Consideration and the Pubco VWAP is equal to or greater than $3.1 billion for a period of at least twenty consecutive trading days and immediately prior to the consummation of a Pubco Sale. Promptly after the Reorganization, each issued and outstanding option in the Company or its subsidiaries, whether vested or unvested, will automatically be converted into and exchanged for an SPV Holdco Option. Subject to certain limited exceptions, at the SPV Merger Effective Time, each issued and outstanding SPV Holdco Option, whether vested or unvested, will automatically be converted into and exchanged for an option to purchase Pubco Ordinary Shares. At the SPAC Merger Effective Time, each issued and outstanding share of Class A common stock of Rosecliff (“Rosecliff Common Stock”) will automatically be converted into and exchanged for the right to receive one Pubco Ordinary Share, each issued and outstanding public warrant of Rosecliff will automatically be converted into and exchanged for the right to receive one public warrant of Pubco (“Pubco Public Warrants”), each issued and outstanding private warrant of Rosecliff will automatically be converted into and exchanged for the right to receive one private warrant of Pubco. Each of the Pubco Public Warrants and Pubco Private Warrants will have substantially the same terms and conditions as are in effect with respect to the Rosecliff Public Warrants and Rosecliff Private Warrants immediately prior to the SPAC Merger Effective Time. In connection with the Proposed Transactions and concurrently with the execution of the Business Combination Agreement, Pubco and Rosecliff entered into subscription agreements with Sponsor and certain GT Gettaxi shareholders, pursuant to which, among other things, each Initial Subscriber has agreed to subscribe for and purchase on the Closing Date, and Pubco has agreed to issue and sell to each such Initial Subscriber on the Closing Date, the number of Pubco Ordinary Shares set forth in the applicable Initial Subscription Agreement in exchange for the purchase price set forth therein (the aggregate purchase price under all Initial Subscription Agreements). The aggregate number of Pubco Ordinary Shares subscribed for by the Initial Subscribers under the Subscription Agreements is three million for aggregate consideration of $30 million. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than disclosed above, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
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 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed 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 prospectus for its Initial Public Offering as filed with the SEC on February 16, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At September 30, 2021, the majority of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account. The Company presents its investments in treasury securities on the balance sheet at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company presents its investments in money market funds on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 25,300,000 and no Class A common stock subject to possible redemption is presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants $ (7,590,000 ) Class A common stock issuance costs $ (13,934,844 ) Plus: Accretion of carrying value to redemption value $ 21,524,844 Class A common stock subject to possible redemption $ 253,000,000
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants in accordance with the guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”) and determined that the warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Accordingly, the Company recognizes the 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Public Warrants are valued by the closing price of the observable market quote in an active market. The Private Placement Warrants are valued using an observable market quote for a similar asset in an active market. See Notes 10 and 11.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets of which had a full valuation allowance recorded against them. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above), the change in value of warrant liabilities, and the transaction costs allocated to the warrant liabilities which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net income (Loss) per Common Share	Net income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class method in calculating earnings per share. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,140,000 shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or 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 net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ 1,781,736 $ 445,434 $ 1,964,042 $ 582,096 Denominator: Basic and diluted weighted average shares outstanding 25,300,000 6,325,000 20,851,648 6,179,945 Basic and diluted net loss per share of common stock $ 0.07 $ 0.07 $ 0.09 $ 0.09
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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 9).
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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative 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.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 will have no impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of financial statements	Balance Sheet as of February 17, 2021 (audited) As Previously Adjustment As Restated Class A common stock subject to possible redemption $ 228,885,190 $ 24,114,810 $ 253,000,000 Class A common stock $ 241 $ (241 ) $ — Additional paid-in capital $ 5,438,092 $ (5,438,092 ) $ — Accumulated deficit $ (438,958 ) $ (18,676,477 ) $ (19,115,435 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (24,114,810 ) $ (19,114,802 ) Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 232,545,120 $ 20,454,880 $ 253,000,000 Class A common stock $ 205 $ (205 ) $ — Additional paid-in capital $ 1,778,198 $ (1,778,198 ) $ — Accumulated deficit $ 3,220,966 $ (18,676,477 ) $ (15,455,511 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (20,454,880 ) $ (15,454,878 ) Balance Sheet as of June 30, 2021 Class A Common stock subject to possible redemption $ 229,642,450 $ 23,357,550 $ 253,000,000 Class A Common stock $ 234 $ (234 ) $ — Additional paid-in capital $ 4,680,839 $ (4,680,839 ) $ — Accumulated deficit $ 318,293 $ (18,676,477 ) $ (18,358,184 ) Total Shareholders’ Equity (Deficit) $ 4,999,999 $ (23,357,550 ) $ (18,357,551 ) Statement of Operations for the Three Months Ended March 31, 2021 As Previously Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,300,000 (25,300,000 ) — Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,885,000 (5,885,000 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.55 $ (0.55 ) $ — Weighted average shares outstanding of Class A common stock — 11,939,326 11,939,326 Basic and diluted net income per share, Class A common stock $ — $ 0.18 $ 0.18 Weighted average shares outstanding of Class B common stock — 5,885,000 5,885,000 Basic and diluted net income per share, Class B common stock $ — $ 0.18 $ 0.18 Statement of Operations for the Three Months Ended June 30, 2021 As Previously Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,300,000 (25,300,000 ) — Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,325,000 (6,325,000 ) — Basic and diluted net loss (income) per share, Non-redeemable common stock $ (0.46 ) $ 0.46 $ — Weighted average shares outstanding of Class A common stock — 25,300,000 25,300,000 Basic and diluted net loss per share, Class A common stock $ — $ (0.09 ) $ (0.09 ) Weighted average shares outstanding of Class B common stock — 6,325,000 6,325,000 Basic and diluted net loss per share, Class B common stock $ — $ (0.09 ) $ (0.09 ) Statement of Operations for the Six Months Ended June 30, 2021 As Previously Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,300,000 (25,300,000 ) — Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,106,215 (6,106,215 ) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ 0.05 $ (0.05 ) $ — Weighted average shares outstanding of Class A common stock — 18,693,889 18,693,889 Basic and diluted net income per share, Class A common stock $ — $ 0.01 $ 0.01 Weighted average shares outstanding of Class B common stock — 6,106,215 6,106,215 Basic and diluted net income per share, Class B common stock $ — $ 0.01 $ 0.01 Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) As Previously Adjustment As Restated Initial classification of common stock subject to possible redemption $ 228,885,190 $ 24,114,810 $ 253,000,000 Change in value of common stock subject to redemption $ 3,659,930 $ (3,659,930 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) As Previously Adjustment As Restated Initial classification of common stock subject to possible redemption $ 228,885,190 $ 24,114,810 $ 253,000,000 Change in value of common stock subject to redemption $ 757,250 $ (757,250 ) $ —

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of class A common stocks reflected in the condensed balance sheets	Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public Warrants $ (7,590,000 ) Class A common stock issuance costs $ (13,934,844 ) Plus: Accretion of carrying value to redemption value $ 21,524,844 Class A common stock subject to possible redemption $ 253,000,000
Schedule of basic and diluted net loss per common stock	Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ 1,781,736 $ 445,434 $ 1,964,042 $ 582,096 Denominator: Basic and diluted weighted average shares outstanding 25,300,000 6,325,000 20,851,648 6,179,945 Basic and diluted net loss per share of common stock $ 0.07 $ 0.07 $ 0.09 $ 0.09

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of liabilities measured at fair value on recurring basis	Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Fund 1 $ 253,023,010
Schedule of liabilities measured at fair value on recurring basis	Description Level September 30, Liabilities: Warrant Liability – Public Warrants 1 $ 4,638,333 Warrant Liability – Private Placement Warrants 2 $ 2,588,667
Schedule of changes in fair value of warrant liabilities	Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 17, 2021 4,236,000 7,590,000 11,826,000 Change in fair value (1,364,933 ) (2,445,667 ) (3,810,600 ) Fair value as of March 31, 2021 $ 2,871,067 $ 5,144,333 $ 8,015,400 Change in fair value 941,333 1,686,667 2,628,000 Transfer to Level 1 — (6,831,000 ) (6,831,000 ) Fair value as of June 30, 2021 3,812,400 — 3,812,400 Change in fair value (1,223,733 ) — (1,223,733 ) Transfer to Level 2 (2,588,667 ) — (2,588,667 ) Fair value as of September 30, 2021 $ — — —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Feb. 17, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 7,060,000
Cash underwriting fees		5,060,000
Deferred underwriting fees		8,855,000
Other offering costs		$ 458,127
Public per share price (in Dollars per share)		$ 10
Aggregate of public shares		15.00%
Business combination redeem percentage		100.00%
Income taxes payable		$ 100,000
Trust account, description		In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction 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 Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Cash		$ 863,774
Loan amount		$ 1,500,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issued shares (in Shares)	25,300,000
Sale of warrant (in Shares)		4,706,667
Net proceeds of sale	$ 253,000,000
Net proceeds of sale price per share (in Dollars per share)	$ 10
Public offering price per unit (in Dollars per share)		$ (10)
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issued shares (in Shares)	3,300,000
Sale of stock shares price (in Dollars per share)	$ 10
Generating gross proceeds	$ 253,000,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock shares price (in Dollars per share)		1.5
Price per unit (in Dollars per share)		$ 1.5
Business Acquisitions [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs		$ 14,373,127
Fair market value percentage		80.00%
Acquires percentage		50.00%
Intangible assets		$ 5,000,001

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Sep. 30, 2021USD ($)
Condensed Financial Information Disclosure [Abstract]
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Feb. 17, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 229,642,450	$ 232,545,120	$ 229,642,450	$ 228,885,190
Class A Common stock	234	205	234	241
Additional paid-in capital	4,680,839	1,778,198	4,680,839	5,438,092
Accumulated deficit	318,293	3,220,966	318,293	(438,958)
Total Shareholders’ Equity (Deficit)	$ 4,999,999	$ 5,000,002	$ 4,999,999	5,000,008
Balance Sheet as of June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	25,300,000	25,300,000	25,300,000
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	6,325,000	5,885,000	6,106,215
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share)	$ (0.46)	$ 0.55	$ 0.05
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of common stock subject to possible redemption		$ 228,885,190	$ 228,885,190
Change in value of common stock subject to redemption		$ 3,659,930	$ 757,250
As Previously Reported [Member] | Class A Common Stock [Member]
Balance Sheet as of June 30, 2021
Weighted average shares outstanding (in Shares)
Basic and diluted net income per share (in Dollars per share)
As Previously Reported [Member] | Class B Common Stock [Member]
Balance Sheet as of June 30, 2021
Weighted average shares outstanding (in Shares)
Basic and diluted net income per share (in Dollars per share)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 23,357,550	$ 20,454,880	$ 23,357,550	24,114,810
Class A Common stock	(234)	(205)	(234)	(241)
Additional paid-in capital	(4,680,839)	(1,778,198)	(4,680,839)	(5,438,092)
Accumulated deficit	(18,676,477)	(18,676,477)	(18,676,477)	(18,676,477)
Total Shareholders’ Equity (Deficit)	$ (23,357,550)	$ (20,454,880)	$ (23,357,550)	(24,114,810)
Balance Sheet as of June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	(25,300,000)	(25,300,000)	(25,300,000)
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	(6,325,000)	(5,885,000)	(6,106,215)
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share)	$ 0.46	$ (0.55)	$ (0.05)
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of common stock subject to possible redemption		$ 24,114,810	$ 24,114,810
Change in value of common stock subject to redemption		$ (3,659,930)	$ (757,250)
Adjustment [Member] | Class A Common Stock [Member]
Balance Sheet as of June 30, 2021
Weighted average shares outstanding (in Shares)	25,300,000	11,939,326	18,693,889
Basic and diluted net income per share (in Dollars per share)	$ (0.09)	$ 0.18	$ 0.01
Adjustment [Member] | Class B Common Stock [Member]
Balance Sheet as of June 30, 2021
Weighted average shares outstanding (in Shares)	6,325,000	5,885,000	6,106,215
Basic and diluted net income per share (in Dollars per share)	$ (0.09)	$ 0.18	$ 0.01
As Revised [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 253,000,000	$ 253,000,000	$ 253,000,000	253,000,000
Class A Common stock
Additional paid-in capital
Accumulated deficit	(18,358,184)	(15,455,511)	(18,358,184)	(19,115,435)
Total Shareholders’ Equity (Deficit)	$ (18,357,551)	$ (15,454,878)	$ (18,357,551)	$ (19,114,802)
Balance Sheet as of June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share)
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of common stock subject to possible redemption		$ 253,000,000	$ 253,000,000
Change in value of common stock subject to redemption
As Revised [Member] | Class A Common Stock [Member]
Balance Sheet as of June 30, 2021
Weighted average shares outstanding (in Shares)	25,300,000	11,939,326	18,693,889
Basic and diluted net income per share (in Dollars per share)	$ (0.09)	$ 0.18	$ 0.01
As Revised [Member] | Class B Common Stock [Member]
Balance Sheet as of June 30, 2021
Weighted average shares outstanding (in Shares)	6,325,000	5,885,000	6,106,215
Basic and diluted net income per share (in Dollars per share)	$ (0.09)	$ 0.18	$ 0.01

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Effective tax rate percentage		0.00%
Class A common stock in the calculation of diluted income per share		13,140,000
Federal Depository Insurance Corporation coverage limit		$ 250,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjusts and fair value at liabilities		8,433,333
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjusts and fair value at liabilities		$ 4,706,667
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	25,300,000	25,300,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stocks reflected in the condensed balance sheets - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Schedule of class A common stocks reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 253,000,000
Less:
Proceeds allocated to Public Warrants	(7,590,000)
Class A common stock issuance costs	(13,934,844)
Plus:
Accretion of carrying value to redemption value	21,524,844
Class A common stock subject to possible redemption	$ 253,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A [Member]
Numerator:
Allocation of net loss, as adjusted	$ 1,781,736	$ 1,964,042
Denominator:
Basic and diluted weighted average shares outstanding	25,300,000	20,851,648
Basic and diluted net loss per share of common stock	$ 0.07	$ 0.09
Class B [Member]
Numerator:
Allocation of net loss, as adjusted	$ 445,434	$ 582,096
Denominator:
Basic and diluted weighted average shares outstanding	6,325,000	6,179,945
Basic and diluted net loss per share of common stock	$ 0.07	$ 0.09

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2021shares
Initial Public Offering (Details) [Line Items]
Price per share	10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Proceeds from issuance of underwriters	25,300,000
Sale of stock proposed public offering	3,300,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share	11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
IPO [Member]
Private Placement (Details) [Line Items]
Proceeds from issuances of warrants (in Shares) | shares	4,706,667
Private Placement [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 1.5
Aggregate purchase price (in Dollars) | $	$ 7,060,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Warrant price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 11, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Shares of subject to forfeiture (in Shares)			825,000	825,000
Issued outstanding percentage				20.00%
Sponsor				$ 16,152
Agrees to pay Sponsor	$ 10,000
Incurred paid fees			$ 30,000	80,000
Working capital loan			$ 1,500,000	$ 1,500,000
Warrant price per share (in Dollars per share)				$ 1.5
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description				The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid		$ 25,000
Stock split, description	On February 11, 2021, the Company effected a 1:1.1 stock split of its Class B common stock, resulting in an aggregate of 6,325,000 shares outstanding.
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		5,750,000

Commitments (Details)

Commitments (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriters fee | $	$ 8,855,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	80,000,000	80,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Issued	25,300,000
Common Stock, Shares Outstanding	25,300,000
Warrants for redemption, description	In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	6,325,000	6,325,000
Common stock, shares outstanding	6,325,000	6,325,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021shares
Warrants (Details) [Line Items]
Term of warrants	5 years
Redemption of warrants, description	Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the Private Placement Warrants):    ● in whole and not in part;     ● at a price of $0.01 per warrant;     ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and   ●if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
Initial business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	8,433,333
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	4,706,667
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Redemption of warrants, description	Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:    ● in whole and not in part;     ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock;     ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and   ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Fair Value Measurements (Details) [Line Items]
Dividend rate	0.00%
Fair value amount transfers level 3 to level 1		$ 6,831,000
Fair value amount transfers level 3 to level 2	$ 2,588,667
Cash [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust account	$ 253,023,010

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets measured at fair value on recurring basis	Sep. 30, 2021USD ($)
Level 1 [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Fund	$ 253,023,010

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on recurring basis	Sep. 30, 2021USD ($)
Level 1 [Member]
Liabilities:
Warrant Liability – Public Warrants	$ 4,638,333
Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants	$ 2,588,667

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liability - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value beginning	$ 3,812,400	$ 2,871,067
Initial measurement on February 17, 2021			4,236,000
Change in fair value	(1,223,733)	941,333	(1,364,933)
Transfer to Level 2	(2,588,667)
Transfer to Level 1
Fair value ending		3,812,400	2,871,067
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value beginning		5,144,333
Initial measurement on February 17, 2021			7,590,000
Change in fair value		1,686,667	(2,445,667)
Transfer to Level 2
Transfer to Level 1		(6,831,000)
Fair value ending			5,144,333
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liability [Line Items]
Fair value beginning	3,812,400	8,015,400
Initial measurement on February 17, 2021			11,826,000
Change in fair value	(1,223,733)	2,628,000	(3,810,600)
Transfer to Level 2	(2,588,667)
Transfer to Level 1		(6,831,000)
Fair value ending		$ 3,812,400	$ 8,015,400

Subsequent Events (Details)

Subsequent Events (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Subsequent Events [Abstract]
SPV value	$ 821
SPV per share (in Dollars per share) | $ / shares	$ 10
Consideration amount	$ 3,100
Subscription agreement amount	3
Aggregate consideration amount	$ 30