Planet Labs PBC (PL) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	DMY TECHNOLOGY GROUP, INC. IV
Entity Central Index Key	0001836833
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40166
Entity Tax Identification Number	85-2992192
Entity Address, Address Line One	1180 North Town Center Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89144
City Area Code	702
Local Phone Number	781-4313
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Ex Transition Period	false
Capital Units [Member]
Entity Information [Line Items]
Trading Symbol	DMYQ.U
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Security Exchange Name	NYSE
Common Class A [Member]
Entity Information [Line Items]
Trading Symbol	DMYQ
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		34,500,000
Warrant [Member]
Entity Information [Line Items]
Trading Symbol	DMYQ WS
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Security Exchange Name	NYSE
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 75,975	$ 0
Prepaid expenses	475,208	0
Total current assets	551,183	0
Investments held in Trust Account	345,098,658	0
Deferred offering costs associated with initial public offering	0	85,750
Total Assets	345,649,841	85,750
Current liabilities:
Accounts payable	123,475	10,000
Accrued expenses	3,901,044	51,000
Franchise tax payable	150,450	400
Due to related parties	112,000	750
Total current liabilities	4,286,969	62,150
Deferred legal fees	2,361,156	0
Deferred underwriting commissions	12,075,000	0
Derivative warrant liabilities	34,470,000	0
Total Liabilities	53,193,125	62,150
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 and -0- shares at $10.00 per share at September 30, 2021 and December 31, 2020, respectively	345,000,000	0
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	24,137
Accumulated deficit	(52,544,147)	(1,400)
Total stockholders' equity (deficit)	(52,543,284)	23,600
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit):	345,649,841	85,750
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 and -0- shares at $10.00 per share at September 30, 2021 and December 31, 2020, respectively	345,000,000
Stockholders' Equity:
Common stock, value	0	0
Common Class B [Member]
Stockholders' Equity:
Common stock, value	$ 863	$ 863

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	1,000,000
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Outstanding	34,500,000	0
Temporary equity redemption price per share	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued	0
Common stock, shares outstanding		0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000
Non Redeemable Common Stock [Member]
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 3,907,910	$ 7,302,396
Franchise tax expenses	50,000	150,050
Loss from operations	(3,957,910)	(7,452,446)
Other income (expenses):
Interest income earned in operating account	4	18
Income from investments held in Trust Account	40,747	98,658
Loss upon issuance of private placement warrants	0	(14,062,000)
Offering costs associated with derivative warrant liabilities	0	(710,745)
Change in fair value of derivative warrant liabilities	(2,718,668)	705,000
Total other income (expenses)	(2,677,917)	(13,969,069)
Net loss	$ (6,635,827)	$ (21,421,515)
Class A Shares [Member]
Other income (expenses):
weighted average common stock outstanding	34,500,000	26,032,967
Basic and diluted net loss per share	$ (0.15)	$ (0.62)
Class B Shares [Member]
Other income (expenses):
weighted average common stock outstanding	8,625,000	8,348,901
Basic and diluted net loss per share	$ (0.15)	$ (0.62)

Condensed Consolidated Statem_2

Condensed Consolidated Statements Of Changes In Stockholders' Equity (Deficit) - USD ($)	Total	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Class A Shares [Member]	Class A Shares [Member]Common Stock [Member]	Class B Shares [Member]Common Stock [Member]
Balance at Dec. 31, 2020	$ 23,600	$ 24,137	$ (1,400)		$ 0	$ 863
Balance (in shares) at Dec. 31, 2020					0	8,625,000
Accretion of Class A common stock subject to possible redemption amount	(31,145,369)	(24,137)	(31,121,232)
Net loss	(14,549,315)		(14,549,315)
Balance at Mar. 31, 2021	(45,671,084)		(45,671,947)		$ 0	$ 863
Balance (in shares) at Mar. 31, 2021					0	8,625,000
Balance at Dec. 31, 2020	23,600	$ 24,137	(1,400)		$ 0	$ 863
Balance (in shares) at Dec. 31, 2020					0	8,625,000
Accretion of Class A common stock subject to possible redemption amount				$ (31,145,369)
Net loss	(21,421,515)				$ (16,219,758)	$ (5,201,757)
Balance at Sep. 30, 2021	(52,543,284)		(52,544,147)		$ 0	$ 863
Balance (in shares) at Sep. 30, 2021					0	8,625,000
Balance at Mar. 31, 2021	(45,671,084)		(45,671,947)		$ 0	$ 863
Balance (in shares) at Mar. 31, 2021					0	8,625,000
Net loss	(236,373)		(236,373)
Balance at Jun. 30, 2021	(45,907,457)		(45,908,320)			$ 863
Balance (in shares) at Jun. 30, 2021					0	8,625,000
Net loss	(6,635,827)		(6,635,827)		$ (5,308,662)	$ (1,327,165)
Balance at Sep. 30, 2021	$ (52,543,284)		$ (52,544,147)		$ 0	$ 863
Balance (in shares) at Sep. 30, 2021					0	8,625,000

Condensed Consolidated Statem_3

Condensed Consolidated Statement Of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (21,421,515)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party under promissory note	1,000
Income from investments held in Trust Account	(98,658)
Loss upon issuance of private placement warrants	14,062,000
Offering costs associated with derivative warrant liabilities	710,745
Change in fair value of derivative warrant liabilities	(705,000)
Legal expenses deferred until business combination	2,361,156
Changes in operating assets and liabilities:
Prepaid expenses	(50,208)
Accounts payable	74,281
Accrued expenses	3,815,044
Franchise tax payable	150,050
Net cash used in operating activities	(3,462,261)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from loans from related parties	362,292
Repayment of loans from related parties	(1,116,142)
Proceeds received from initial public offering, gross	345,000,000
Proceeds received from private placement	8,900,000
Offering costs paid	(6,969,070)
Net cash provided by financing activities	348,538,236
Net increase in cash	75,975
Cash—beginning of the period	0
Cash—end of the period	75,975
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	39,194
Offering costs included in accrued expenses	85,000
Offering costs paid by related party under promissory note	439,100
Prepaid expenses paid by related party under promissory note	425,000
Reversal of accrued expenses	50,000
Deferred underwriting commissions in connection with the initial public offering	12,075,000
Deferred legal fees	$ 2,361,156

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations dMY Technology Group, Inc. IV (the “Company” or “dMY IV”) is a blank check company incorporated in Delaware on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All non-operating The Company’s sponsor is dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (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 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not 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”). 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 or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On July 7, 2021, the Company entered into an agreement and plan of merger, by and among the Company, Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Second Merger Sub”), and Planet Labs Inc., a Delaware corporation (“Planet”) (as the same may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Company’s board of directors on July 6, 2021. Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by the Company’s and Planet’s stockholders, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the First Merger as a wholly owned subsidiary of the Company, and, at Planet’s election, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation may merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company. In addition, in connection with the consummation of the Business Combination, the Company will be renamed as reasonably determined by Planet. See the Current Report on Form 8-K, filed Going Concern Consideration As of September 30, 2021, the Company had approximately $76,000 in cash, approximately $99,000 of interest income available in the Trust Account to pay for taxes and a working capital deficit of approximately $3.7 million (not taking into account tax obligations of approximately $150,000 that may be paid using investment income earned in Trust Account). Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), loan amount of $200,000 under the Note (as defined in Note 4) and an advance of approximately $791,000 from related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent to the consummation of the Initial Public Offering in March 2021, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, and the advance of $37,000 from an officer in August 2021. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities. Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than paid-in 8-K 10-Qs The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $50.7 million and $50.9 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of th e 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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of 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 expenses during the reporting periods. Actual results could differ from those estimates. 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 liability. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. 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 FASB 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 non-current Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 non-operating 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 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share of common stock for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ (5,308,662 ) $ (1,327,165 ) $ (16,219,758 ) $ (5,201,757 ) Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 26,032,967 8,348,901 Basic and diluted net income (loss) per common stock $ (0.15 ) $ (0.15 ) $ (0.62 ) $ (0.62 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periods that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of September 30, 2021 and December 31, 2020. 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. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-fifth 11.50

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the directors. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $ 12.00 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 200,000 non-interest 200,000 791,000 991,000 37,000 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three and nine months ended September 30, 2021, the Company accrued $30,000 and $70,000, respectively, in connection with such services in the accompanying unaudited condensed consolidated statements of operations. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day 4,500,000 The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2021
Derivate Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 6 — Derivative Warrant Liabilities As of September 30, 2021, the Company has 6,900,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7—Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all of which are subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets. The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (12,213,000 ) Class A common stock issuance costs (18,932,369 ) Plus: Accretion of carrying value to redemption value 31,145,369 Class A common stock subject to possible redemption $ 345,000,000

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Stockholders' Equity	Note 8—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The fair value of the Public Warrants issued in connection with th e non-operating non-operating The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 345,097,744 $ — $ — Liabilities: Derivative warrant liabilities $ 13,110,000 $ — $ 21,360,000 (1) Excludes $914 of cash balance held within the Trust Account Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded. As of September 30, 2021, the Public Warrants were publicly traded at $1.90 per warrant. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of September 30, 2021 Exercise price $ 11.50 Stock price $ 9.91 Volatility 26.6% - 45.2 % Term 5.17 Risk-free rate 1.0 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities at level 3 for the nine months ended September 30, 2021 is summarized as follows: Level 3—Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 35,175,000 Change in fair value of derivative warrant liabilities (495,335 ) Level 3—Derivative warrant liabilities at March 31, 2021 $ 34,679,665 Transfer to Level 1 (12,489,000 ) Change in fair value of derivative warrant liabilities (237,333 ) Level 3—Derivative warrant liabilities at June 30, 2021 $ 21,953,332 Change in fair value of derivative warrant liabilities (593,332 ) Level 3—Derivative warrant liabilities at September 30, 2021 $ 21,360,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period.
Revision to Previously Reported Financial Statements	Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than paid-in 8-K 10-Qs The impact of the revision to the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $50.7 million and $50.9 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of th e
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 Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.
Investments Held in Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Use of Estimates	Use of Estimates The preparation of 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 expenses during the reporting periods. Actual results could differ from those estimates. 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 liability. Accordingly, the actual results could differ significantly from those estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets.
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 FASB 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 non-current
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 non-operating
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 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in
Net Loss Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share of common stock for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ (5,308,662 ) $ (1,327,165 ) $ (16,219,758 ) $ (5,201,757 ) Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 26,032,967 8,348,901 Basic and diluted net income (loss) per common stock $ (0.15 ) $ (0.15 ) $ (0.62 ) $ (0.62 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periods that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of September 30, 2021 and December 31, 2020. 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. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of earnings per share, basic and diluted	The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ (5,308,662 ) $ (1,327,165 ) $ (16,219,758 ) $ (5,201,757 ) Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 26,032,967 8,348,901 Basic and diluted net income (loss) per common stock $ (0.15 ) $ (0.15 ) $ (0.62 ) $ (0.62 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Summary of Class A common stock subject to possible redemption	The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (12,213,000 ) Class A common stock issuance costs (18,932,369 ) Plus: Accretion of carrying value to redemption value 31,145,369 Class A common stock subject to possible redemption $ 345,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Summary of financial Asset measured at fair value on recurring basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 345,097,744 $ — $ — Liabilities: Derivative warrant liabilities $ 13,110,000 $ — $ 21,360,000 (1) Excludes $914 of cash balance held within the Trust Account
Summary of fair value measurements inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of September 30, 2021 Exercise price $ 11.50 Stock price $ 9.91 Volatility 26.6% - 45.2 % Term 5.17 Risk-free rate 1.0 % Dividend yield 0.0 %
Summary of change in the fair value of the derivative warrant liabilities	The change in the fair value of the derivative warrant liabilities at level 3 for the nine months ended September 30, 2021 is summarized as follows: Level 3—Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 35,175,000 Change in fair value of derivative warrant liabilities (495,335 ) Level 3—Derivative warrant liabilities at March 31, 2021 $ 34,679,665 Transfer to Level 1 (12,489,000 ) Change in fair value of derivative warrant liabilities (237,333 ) Level 3—Derivative warrant liabilities at June 30, 2021 $ 21,953,332 Change in fair value of derivative warrant liabilities (593,332 ) Level 3—Derivative warrant liabilities at September 30, 2021 $ 21,360,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Mar. 10, 2021	Mar. 09, 2021	Sep. 30, 2021	Aug. 31, 2021	Dec. 31, 2020
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units		34,500,000
Initial Public Offering, price per unit		$ 10
Initial Public Offering, gross proceeds		$ 345,000,000	$ 345,000,000
Initial Public Offering, offering costs		19,600,000
Initial Public Offering, deferred underwriting commissions		$ 12,100,000
Initial Public Offering, private placement gross proceeds			8,900,000
Public Shares redeemable amount limit of net tangible assets			5,000,001
Cash			$ 75,975		$ 0
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution			$ 10
Business Combination required completion period after Initial Public Offering			24 months
Franchise taxes			$ 150,450		$ 400
Repayment of loans from related parties			1,116,142
Liquidity and Capital Resources [Member]
Organization Business And Basis Of Presentation [Line Items]
Cash			76,000
Net Working Capital			3,700,000
Interest income held in Trust account			99,000
Common Class A [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, gross proceeds			$ 345,000,000
Common stock, price per public share			$ 10
Maximum [Member]
Organization Business And Basis Of Presentation [Line Items]
Business Combination, maximum amount of interest to pay dissolution expenses			$ 100,000
Percentage of aggregate Public Shares restricted from redeem			20.00%
Public Shares redeemable amount limit of net tangible assets			$ 5,000,001
Trust Account [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, price per unit		$ 10
Initial Public Offering, gross proceeds		$ 345,000,000
Underwriters Over Allotment [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units		4,500,000
Private Placement [Member]
Organization Business And Basis Of Presentation [Line Items]
Initial Public Offering, units		5,933,333
Initial Public Offering, price per unit		$ 1.50
Initial Public Offering, private placement gross proceeds		$ 8,900,000
Sponsor [Member]
Organization Business And Basis Of Presentation [Line Items]
Contribution from the sponsor			25,000
Proceeds from notes payable to related party current			200,000
Advances received from related parties			791,000	$ 37,000
Repayment of loans from related parties	$ 991,000
Sponsor [Member] | Maximum [Member]
Organization Business And Basis Of Presentation [Line Items]
Proceeds from notes payable to related party current			$ 200,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Federal depository insurance coverage limit	$ 250,000	$ 250,000			$ 250,000
Cash equivalents	0	$ 0			0
Restricted investments maturity		185 days
Unrecognized tax benefits	0	$ 0			0
Unrecognized tax benefits accrued interest and penalties	0	0			0
Public Shares redeemable amount limit of net tangible assets	5,000,001	5,000,001
Stockholders' Equity Attributable to Parent	(52,543,284)	(52,543,284)	$ (45,907,457)	$ (45,671,084)	23,600
Reclassifications Of Permanent To Temporary Equity [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Significant Accounting Policies [Line Items]
Stockholders' Equity Attributable to Parent			50,900,000	50,700,000
Additional Paid-in Capital [Member]
Significant Accounting Policies [Line Items]
Stockholders' Equity Attributable to Parent					24,137
Retained Earnings [Member]
Significant Accounting Policies [Line Items]
Stockholders' Equity Attributable to Parent	$ (52,544,147)	$ (52,544,147)	$ (45,908,320)	$ (45,671,947)	$ (1,400)
Class A Shares [Member]
Significant Accounting Policies [Line Items]
Temporary equity, accretion to redemption value	34,500,000	34,500,000			0
Class of warrant or right, number of securities called by warrants or rights	12,833,333	12,833,333
Reclassifications Of Permanent To Temporary Equity Shares	5,093,128
Class A Shares [Member] | Additional Paid-in Capital [Member]
Significant Accounting Policies [Line Items]
Reclassifications of permanent to temporary equity value	$ 5,700,000
Class A Shares [Member] | Retained Earnings [Member]
Significant Accounting Policies [Line Items]
Reclassifications of permanent to temporary equity value	$ 45,200,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of earnings per share, basic and diluted (Detail) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Numerator:
Allocation of net income (loss)	$ (6,635,827)	$ (236,373)	$ (14,549,315)	$ (21,421,515)
Common Class A [Member]
Denominator:
Basic and diluted weighted average common stock outstanding	34,500,000			26,032,967
Basic and diluted net income (loss) per common stock	$ (0.15)			$ (0.62)
Common Class A [Member] | Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ (5,308,662)			$ (16,219,758)
Denominator:
Basic and diluted weighted average common stock outstanding	34,500,000			26,032,967
Basic and diluted net income (loss) per common stock	$ (0.15)			$ (0.62)
Common Class B [Member]
Denominator:
Basic and diluted weighted average common stock outstanding	8,625,000			8,348,901
Basic and diluted net income (loss) per common stock	$ (0.15)			$ (0.62)
Common Class B [Member] | Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ (1,327,165)			$ (5,201,757)
Denominator:
Basic and diluted weighted average common stock outstanding	8,625,000			8,348,901
Basic and diluted net income (loss) per common stock	$ (0.15)			$ (0.62)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 09, 2021	Sep. 30, 2021
Initial Public Offering [Line Items]
Initial Public Offering, units	34,500,000
Initial Public Offering, price per unit	$ 10
Initial Public Offering, gross proceeds	$ 345,000,000	$ 345,000,000
Initial Public Offering, offering costs	19,600,000
Initial Public Offering, deferred underwriting commissions	$ 12,100,000
IPO [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	34,500,000
Initial Public Offering, price per unit	$ 10
Initial Public Offering, gross proceeds	$ 345,000,000
Initial Public Offering, offering costs	19,600,000
Initial Public Offering, deferred underwriting commissions	$ 12,100,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Initial Public Offering, units	4,500,000
Initial Public Offering, price per unit	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	Mar. 09, 2021$ / sharesshares	Mar. 04, 2021shares	Dec. 15, 2020USD ($)$ / sharesshares	Feb. 28, 2021shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Aug. 31, 2021USD ($)	Dec. 31, 2020$ / sharesshares	Aug. 18, 2020$ / shares
Related Party Transaction [Line Items]
Initial Public Offering, units | shares	34,500,000
Initial Public Offering, price per unit | $ / shares	$ 10
Initial Public Offering, gross proceeds						$ 8,900,000
Repayments of Notes Payable						991,000
Proceeds from Related Party Debt						362,292
Founder Shares [Member]
Related Party Transaction [Line Items]
Initial stockholders agreed to forfeit | shares			1,125,000
Percentage of founder shares from related party			20.00%
Common stock that were subject to forfeiture | shares	1,125,000
Founder Shares [Member] | Darla Anderson [Member]
Related Party Transaction [Line Items]
Shares transferred during the period | shares				25,000
Founder Shares [Member] | Francesca Luthi [Member]
Related Party Transaction [Line Items]
Shares transferred during the period | shares				25,000
Founder Shares [Member] | Charles E Wert [Member]
Related Party Transaction [Line Items]
Shares transferred during the period | shares				25,000
Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from notes payable to related party current						200,000
Advances received from related parties					$ 791,000	791,000	$ 37,000
Sponsor [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Proceeds from notes payable to related party current						$ 200,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Convertible price warrants for post business combination entity | $ / shares						$ 1.50
Related Party Loans [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Proceeds from Promissory Note to related party						$ 791,000
Working Capital Loans						1,500,000
Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Monthly charge for administrative services						10,000
Related party transaction, selling, general and administrative expenses from transactions with related party					$ 30,000	70,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt						$ 200,000
Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Initial Public Offering, units | shares						5,933,333
Initial Public Offering, price per unit | $ / shares					$ 1.50	$ 1.50
Initial Public Offering, gross proceeds						$ 8,900,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, par value | $ / shares					0.0001	$ 0.0001		$ 0.0001
Warrants exercise price per share | $ / shares									$ 11.50
Common stock, shares outstanding | shares								0
Common Class A [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Closing Share Threshold Price | $ / shares			$ 12
Common Class A [Member] | Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Warrants exercise price per share | $ / shares					11.50	11.50
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, par value | $ / shares					$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares outstanding | shares		8,625,000			8,625,000	8,625,000		8,625,000
Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, par value | $ / shares			$ 0.0001
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Issuance of Class B common stock to Sponsor (in shares) | shares			7,187,500
Issuance of Class B common stock to Sponsor			$ 25,000
Stockholders' Equity Note, Stock Split, Conversion Ratio		1.2

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Mar. 09, 2021	Sep. 30, 2021
Underwriting discount		$ 0.20
Underwriting discount aggregate amount		$ 6.9
Additional fee per unit		$ 0.35
Deferred underwriting commissions in connection with the initial public offering		$ 12.1
Stock Issued During Period, Shares, New Issues	34,500,000
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	4,500,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	Aug. 18, 2020	Sep. 30, 2021
Public Warrants will become exercisable		on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering
Public warrant for redemption price		at a price of $0.01 per warrant
Public warrants expire date		upon a minimum of 30 days’ prior written notice of redemption
Common Stock Price Equals To Or Exceeds Ten Dollars [Member]
Warrant redemption trigger price subject to adjustment		$ 10
Public Warrants [Member]
Number of warrants or rights outstanding		6,900,000
Exercise price per warrant		$ 1.90
Private Placement Warrant [Member]
Number of warrants or rights outstanding		5,933,333
Common Class A [Member]
Exercise price per warrant	$ 11.50
Common Class A [Member] | Redemption Price One [Member]
Number of days of notice to be given to warrant holders before redemption	30 days	30 days
Redemption price of warrants per unit	$ 0.01
Number of consecutive trading days for which the stock price is to be maintained		20 days
Number of trading days		30 days
Common Class A [Member] | Redemption Price Two [Member]
Redemption price of warrants per unit	$ 0.10
Number of consecutive trading days for which the stock price is to be maintained		20 days
Number of trading days		30 days
Common Class A [Member] | Maximum [Member]
Issue price at closing of its initial business combination		$ 9.20
Number of shares of common stock excercisable per warrant	0.361
Common Class A [Member] | Minimum [Member]
Warrant exercise price, description		the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
The aggregate gross proceeds from such issuances		60.00%
Common Class A [Member] | Minimum [Member] | Redemption Price One [Member]
Share price	$ 18
Common Class A [Member] | Minimum [Member] | Redemption Price Two [Member]
Share price	$ 10
Common Class A [Member] | Private Placement Warrant [Member]
Exercise price per warrant		$ 11.50

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Summary of Class A common stock subject to possible redemption (Detail) - USD ($)	Mar. 09, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Gross proceeds	$ 345,000,000		$ 345,000,000
Plus:
Accretion of carrying value to redemption value		$ 31,145,369
Class A common stock subject to possible redemption			345,000,000	$ 0
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds			345,000,000
Less:
Proceeds allocated to Public Warrants			(12,213,000)
Class A common stock issuance costs			(18,932,369)
Plus:
Accretion of carrying value to redemption value			31,145,369
Class A common stock subject to possible redemption			$ 345,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Temporary equity, shares authorized	380,000,000
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity, shares issued	34,500,000
Temporary equity, shares outstanding	34,500,000	0

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Mar. 09, 2021shares	Mar. 04, 2021shares	Dec. 31, 2020$ / sharesshares	Dec. 16, 2020shares
Class of Stock [Line Items]
Common stock voting right	Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.
Preferred stock, par or stated value per share | $ / shares	$ 0.0001			$ 0.0001
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Common stock, shares authorized	1,000,000
Class A Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	380,000,000			380,000,000
Common stock, par value | $ / shares	$ 0.0001			$ 0.0001
Common stock, shares issued	0
Common stock, shares outstanding				0
Temporary equity, shares authorized	380,000,000
Temporary equity, par or stated value per share | $ / shares	$ 0.0001			$ 0.0001
Common stock shares issuable upon conversion	the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders)
Number of votes per share | Vote	1
Class B Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000			20,000,000
Common stock, par value | $ / shares	$ 0.0001			$ 0.0001
Common stock, shares issued	8,625,000			8,625,000	7,187,500
Common stock, shares outstanding	8,625,000		8,625,000	8,625,000
Common stock shares issued including shares subject to forfeiture	1,250,000
Initial stockholders own Company's issued and outstanding common stock after the initial public offering	20.00%
Reverse stock split description	one-for-one basis, subject to adjustment for stock splits
Class B Shares [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares no longer subject to forefeiture		1,125,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail)	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Derivative warrant liabilities	$ 13,110,000
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Investments held in Trust Account	345,097,744	[1]
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Derivative warrant liabilities	0
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Investments held in Trust Account	0	[1]
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Derivative warrant liabilities	21,360,000
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Investments held in Trust Account	$ 0	[1]
[1]	Excludes $914 of cash balance held within the Trust Account

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Parenthetical) (Detail) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash	$ 75,975	$ 0
U.S. Treasury Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Cash	$ 914

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of fair value measurements inputs (Detail) - Fair Value, Inputs, Level 3 [Member]	Sep. 30, 2021yr
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.91
Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	26.6
Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	45.2
Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.17
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0

Fair Value Measurements -Summar

Fair Value Measurements -Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Change in fair value of derivative warrant liabilities	$ 2,718,668			$ (705,000)
Fair Value, Inputs, Level 3 [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities	21,953,332	$ 34,679,665	$ 0	0
Issuance of Public and Private Warrants			35,175,000
Transfer to Level 1		(12,489,000)
Change in fair value of derivative warrant liabilities	(593,332)	(237,333)	(495,335)
Derivative warrant liabilities	$ 21,360,000	$ 21,953,332	$ 34,679,665	$ 21,360,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares	Sep. 30, 2021USD ($)$ / shares
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ (2,718,668)	$ 705,000
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ 2,700,000	$ 700,000
Class of warrants, exercise price per share | $ / shares	$ 1.90	$ 1.90