NightDragon Acquisition (NDAC) 10-Q 11 Jun 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	Jun. 01, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	NightDragon Acquisition Corp.
Entity Central Index Key	0001837067
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity File Number	001-40108
Entity Address, Address Line One	101 Second Street
Entity Address, Address Line Two	Suite 1275
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
Entity Incorporation, State or Country Code	DE
City Area Code	510
Local Phone Number	306-7780
Entity Tax Identification Number	85-4249052
Entity Ex Transition Period	false
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,535,000
Trading Symbol	NDAC
Title of 12(b) Security	Shares of Class A common stock included as part of the SCALE units
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Units [Member]
Document Information [Line Items]
Trading Symbol	NDACU
Title of 12(b) Security	SCALE units, each consisting of one share of Class A common stock
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Trading Symbol	NDACW
Title of 12(b) Security	Redeemable warrants included as part of the SCALE units
Security Exchange Name	NASDAQ

Condensed Balance Sheet

Condensed Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,982,144	$ 25,000
Prepaid expenses	1,216,484	0
Total Current Assets	3,198,628	25,000
Deferred offering costs	0	305,000
Marketable securities held in Trust Account	345,006,441	0
TOTAL ASSETS	348,205,069	330,000
Current liabilities
Accrued expenses	60,080	5,000
Accrued offering costs	416,321	305,000
Total Current Liabilities	476,401	310,000
Warrant Liability	11,149,408	0
Deferred underwriting fee payable	12,075,000	0
Total Liabilities	23,700,809	310,000
Commitments
Class A common stock subject to possible redemption 31,950,138 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively	319,504,256	0
Stockholders' Equity
Preferred stock, $0.00001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	6,338,186	24,914
Accumulated deficit	(1,338,304)	(5,000)
Total Stockholders' Equity	5,000,004	20,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	348,205,069	330,000
Common Class A [Member]
Stockholders' Equity
Common Stock, Value	36	0
Total Stockholders' Equity		0
Common Class B [Member]
Stockholders' Equity
Common Stock, Value	$ 86	$ 86

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Preferred stock par or stated value per share	$ 0.00001		$ 0.00001
Preferred stock shares authorized	1,000,000		1,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Common Class A [Member]
Temporary equity, shares outstanding	31,950,138	320,226,666	0
Common Stock, Par or Stated Value Per Share	$ 0.00001		$ 0.00001
Common Stock, Shares Authorized	280,000,000		280,000,000
Common Stock, Shares, Issued	3,584,862		0
Common Stock, Shares, Outstanding	3,584,862		0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.00001		$ 0.00001
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

Condensed Statement of Operatio

Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Operating and formation costs	$ 121,235
Loss from operations	(121,235)
Other income (expense)
Interest earned on marketable securities held in Trust Account	6,441
Change in fair value of warrant liability	(638,925)
Transaction costs incurred in connection with warrant liabilities	(579,585)
Other expense, net	(1,212,069)
Loss before income taxes	(1,333,304)
Benefit (provision) for income taxes	0
Net loss	$ (1,333,304)
Class A Redeemable Common Stock [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding | shares	32,022,666
Basic and diluted net income (loss) per share | $ / shares	$ 0
Non Redeemable Common Stock [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding | shares	8,891,200
Basic and diluted net income (loss) per share | $ / shares	$ (0.15)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Common Class A [Member]	Common Class A [Member]Common Stock	Common Class B [Member]Common Stock
Beginning Balance at Dec. 31, 2020	$ 20,000	$ 24,914	$ (5,000)	$ 0		$ 86
Beginning Balance, Shares at Dec. 31, 2020				0		8,625,000
Sale of 34,500,000 Units, net of underwriting discounts	$ 315,778,064	315,777,719			$ 345
Sale of 34,500,000 Units, net of underwriting discounts, Shares	34,500,000				34,500,000
Sale of 1,035,000 Private Placement Units	$ 10,039,500	10,039,490			$ 10
Sale of 1,035,000 Private Placement Units, Shares					1,035,000
Common stock subject to possible redemption	(319,504,256)	(319,503,937)			$ (319)
Common stock subject to possible redemption, Shares					(31,950,138)
Net loss	(1,333,304)		(1,333,304)
Ending Balance at Mar. 31, 2021	$ 5,000,004	$ 6,338,186	$ (1,338,304)		$ 36	$ 86
Ending Balance, Shares at Mar. 31, 2021					3,584,862	8,625,000

Condensed Statement of Change_2

Condensed Statement of Changes in Stockholders' Equity (Parenthetical)	3 Months Ended
	Mar. 31, 2021shares
Stock Issued During Period, Shares, New Issues	34,500,000
Private Placement [Member]
Stock Issued During Period, Shares, Issued for Services	1,035,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,333,304)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(6,441)
Change in fair value of warrant liability	638,925
Transaction costs associated with Initial Public Offering	579,585
Changes in operating assets and liabilities:
Prepaid expenses	(1,216,484)
Accrued expenses	55,080
Net cash used in operating activities	(1,282,639)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	338,100,000
Proceeds from sale of Private Placement Units	10,350,000
Proceeds from promissory note – related party	188,890
Repayment of promissory note – related party	(188,890)
Payment of offering costs	(210,217)
Net cash provided by financing activities	348,239,783
Net Change in Cash	1,957,144
Cash – Beginning of period	25,000
Cash – End of period	1,982,144
Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued offering costs	111,321
Initial classification of Class A common stock subject to possible redemption	319,504,256
Initial classification of warrant liability	10,541,344
Deferred underwriting fee payable	$ 12,075,000

Description of Organization And

Description of Organization And Business Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization And Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS NightDragon Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 8, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the three months ended March 31, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 34,500,000 SCALE (Stakeholder-Centered Aligned Listed Equity) units (the “SCALE Units” and, with respect to the shares of Class A common stock included in the SCALE Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 SCALE Units, at $10.00 per SCALE Unit, generating gross proceeds of $345,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,035,000 SCALE units (the “Private Placement SCALE Units”) at a price of $10.00 per Private Placement SCALE Unit in a private placement to NightDragon Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,350,000, which is described in Note 5. Transaction costs amounted to $19,601,538, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $626,538 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $345,000,000 ($10.00 per SCALE Unit) from the net proceeds of the sale of the SCALE Units in the Initial Public Offering and the sale of the Private Placement SCALE Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of 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 the Private Placement SCALE Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares, or 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission, or the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its shares of Class B common stock, Private Placement pre-Business pre-Business The Company will have until March 4, 2023 (or June 4, 2023 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination as of March 4, 2023) (the “Combination Period”) to complete a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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 (other than the Company’s independent auditors), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one year from the issuance date of the financial statement. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated.

Restatement Of Previously Issue

Restatement Of Previously Issued Financial Statement	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Restatement Of Previously Issued Financial Statement	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4, 2021, filed by the Company on Form 8-K re-evaluate The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously As Reported Adjustments Restated Balance sheet as of March 4, 2021 (audited) Warrant Liability $ — $ 10,541,344 $ 10,541,344 Class A Common Stock Subject to Possible Redemption 330,768,010 (10,541,344 ) 320,226,666 Class A Common Stock 25 11 36 Additional Paid-in 5,005,341 610,435 5,615,776 Accumulated Deficit (5,450 ) (610,446 ) (615,896 )

Summary Of Significant Accounti

Summary Of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 2, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging s Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 4, 2021, 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 balance sheet. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the change in fair value of warrants, transaction costs incurred in connection with warrant liabilities and the valuation allowance recorded on the Company’s net operating losses. Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 7,107,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 6,441 Less: interest available to be withdrawn for payment of taxes (6,441 ) Less: interest available to be withdrawn for working capital — Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 32,022,666 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (1,333,304 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable $ (1,333,304 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 8,891,200 Basic and diluted net loss per share, Non-redeemable $ (0.15 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Public Offering	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 SCALE Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 SCALE Units, at a purchase price of $10.00 per SCALE Unit. Each SCALE Unit consists of one share of Class A common stock and one-fifth

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,035,000 Private Placement SCALE Units at a price of $10.00 per Private Placement SCALE Unit, for an aggregate purchase price of $10,350,000, in a private placement. Each Private Placement SCALE Unit consists of one share of Class A common stock (“Private Placement Share”) and one-fifth

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares and Class B Common Stock On December 14, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 founder shares. On January 28, 2021, these founder shares were reclassified and changed into 8,625,000 shares of Class B common stock, par value $0.00001 per share, or the Class B common stock. The Class B common stock included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the shares of Class B common stock until the earlier to occur of: (1) six months after the completion of a Business Combination and (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was subsequently amended on January 13, 2021 to increase the maximum principal amount under the note to $750,000. The Promissory Note was non-interest Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest

Commitments

Commitments	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration and stockholder rights agreement entered into on March 1, 2021, the holders of the shares of Class B common stock, Private Placement SCALE Units and any SCALE Units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement SCALE Units and SCALE Units that may be issued upon conversion of Working Capital Loans and upon conversion of the shares of Class B common stock) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the shares of Class B common stock, only after conversion to shares of our Class A common stock). These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per SCALE Unit, or $12,075,000. As a result of the underwriters’ election to fully exercise their over-allotment option on March 4, 2021, the underwriters are entitled to a deferred fee of $12,075,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. One-quarter 30-trading 30-trading 30-trading one-for-one

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrants	NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they do not 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 warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. 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 a 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, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day before the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), or the New Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger prices described above 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 Private Placement Warrants are identical to the Public Warrants underlying the SCALE Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 345,006,441 Liabilities: Warrant Liability – Public Warrants 3 $ 10,770,579 Warrant Liability – Private Placement Warrants 3 $ 378,829 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Company established the fair value for the Warrants using a Monte Carlo simulation model for the Public Warrants and a Modified Black Scholes model for the Private Placement Warrants. The Private Placement Warrants are classified as Level 3 due to the use of unobservable inputs. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The key inputs into the Monte Carlo simulation model for the Public Warrants and the Black Scholes model for the Private Placement Warrants were as follows: March 31, March 4, 2021 Risk-free interest rate 0.92 % 0.67 % Expected Term 4.92 5.0 Expected volatility 24.8 % 33.2 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.89 $ 9.70 The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 4, 2021 341,361 10,199,983 10,541,344 Change in fair value 37,468 570,596 608,064 Fair value as of March 31, 2021 $ 378,829 $ 10,770,579 $ 11,149,408 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2021.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary Of Significant Accoun_2

Summary Of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 2, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 4, 2021, 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 balance sheet.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the change in fair value of warrants, transaction costs incurred in connection with warrant liabilities and the valuation allowance recorded on the Company’s net operating losses.
Net income (Loss) per Common Share	Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 7,107,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 6,441 Less: interest available to be withdrawn for payment of taxes (6,441 ) Less: interest available to be withdrawn for working capital — Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 32,022,666 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (1,333,304 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable $ (1,333,304 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 8,891,200 Basic and diluted net loss per share, Non-redeemable $ (0.15 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06

Restatement Of Previously Iss_2

Restatement Of Previously Issued Financial Statement (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Summary of Restatement of Balance Sheet	The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously As Reported Adjustments Restated Balance sheet as of March 4, 2021 (audited) Warrant Liability $ — $ 10,541,344 $ 10,541,344 Class A Common Stock Subject to Possible Redemption 330,768,010 (10,541,344 ) 320,226,666 Class A Common Stock 25 11 36 Additional Paid-in 5,005,341 610,435 5,615,776 Accumulated Deficit (5,450 ) (610,446 ) (615,896 )

Summary Of Significant Accoun_3

Summary Of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of basic and diluted loss per share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 6,441 Less: interest available to be withdrawn for payment of taxes (6,441 ) Less: interest available to be withdrawn for working capital — Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 32,022,666 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (1,333,304 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable $ (1,333,304 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 8,891,200 Basic and diluted net loss per share, Non-redeemable $ (0.15 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 345,006,441 Liabilities: Warrant Liability – Public Warrants 3 $ 10,770,579 Warrant Liability – Private Placement Warrants 3 $ 378,829
Summary of Fair Value Measurements Inputs	The key inputs into the Monte Carlo simulation model for the Public Warrants and the Black Scholes model for the Private Placement Warrants were as follows: March 31, March 4, 2021 Risk-free interest rate 0.92 % 0.67 % Expected Term 4.92 5.0 Expected volatility 24.8 % 33.2 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.89 $ 9.70
Summary of Change in the Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 4, 2021 341,361 10,199,983 10,541,344 Change in fair value 37,468 570,596 608,064 Fair value as of March 31, 2021 $ 378,829 $ 10,770,579 $ 11,149,408

Description of Organization A_2

Description of Organization And Business Operations - Additional Information (Detail) - USD ($)	Mar. 04, 2021	Mar. 31, 2021
Description Of Organization And Business Operations [Line Items]
Entity incorporation, date of incorporation		Dec. 8, 2020
Stock Issued During Period, Shares, New Issues		34,500,000
Proceeds From Issuance Of IPO		$ 338,100,000
Payments for underwriting expense	$ 12,075,000
Restricted investments term		185 days
Minimum networth to effect business combination		$ 5,000,001
Price per share		$ 10
Dissolution expense		$ 100,000
Maximum [Member]
Description Of Organization And Business Operations [Line Items]
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes		80.00%
Minimum [Member]
Description Of Organization And Business Operations [Line Items]
Equity metohd investment ownership percentage		50.00%
Percentage of public shares		15.00%
Private Placement Warrants [Member] | Sponsor [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrants and rights issued during the period		1,035,000
Class Of Warrants and Rights Issued, Price Per Warrant		$ 10
Proceeds from issuance of warrants		$ 10,350,000
IPO [Member]
Description Of Organization And Business Operations [Line Items]
Transaction Costc		19,601,538
Payments for underwriting expense		6,900,000
Deferred underwriting fees		12,075,000
Other offering costs		$ 626,538
Price per share		$ 10
Common Class A [Member] | IPO [Member]
Description Of Organization And Business Operations [Line Items]
Stock Issued During Period, Shares, New Issues	4,500,000	34,500,000
Shares Issued Price Per Share	$ 10	$ 10
Proceeds From Issuance Of IPO	$ 345,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Description Of Organization And Business Operations [Line Items]
Stock Issued During Period, Shares, New Issues	34,500,000	4,500,000

Restatement Of Previously Iss_3

Restatement Of Previously Issued Financial Statement - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Minimum percentage of outstanding single class stockholders required to accept tender	50.00%
Excess of fair value of the private placement warrants over the selling price	$ 30,861
Warrant Liability	11,149,408	$ 10,541,344	$ 0
Class A common stock subject to possible redemption	319,504,256		$ 0
Adjustments [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant Liability		10,541,344
Class A common stock subject to possible redemption		$ 10,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issuance costs	$ 579,585

Restatement Of Previously Iss_4

Restatement Of Previously Issued Financial Statement - Summary of Restatement of Balance Sheet (Detail) - USD ($)	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liability	$ 11,149,408	$ 10,541,344	$ 0
Additional Paid-in Capital	6,338,186	5,615,776	24,914
Accumulated Deficit	$ (1,338,304)	$ (615,896)	$ (5,000)
Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Common Stock Subject to Possible Redemption	31,950,138	320,226,666	0
Class A Common Stock	$ 36	$ 36	$ 0
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liability		0
Additional Paid-in Capital		5,005,341
Accumulated Deficit		$ (5,450)
Previously Reported [Member] | Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Common Stock Subject to Possible Redemption		330,768,010
Class A Common Stock		$ 25
Adjustments [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liability		10,541,344
Additional Paid-in Capital		610,435
Accumulated Deficit		$ (610,446)
Adjustments [Member] | Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Common Stock Subject to Possible Redemption		(10,541,344)
Class A Common Stock		$ 11

Summary Of Significant Accoun_4

Summary Of Significant Accounting Policies - Summary Of Basic and Diluted Loss Per Share (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 6,441
Less: interest available to be withdrawn for payment of taxes	(6,441)
Net income attributable	0
Numerator: Net Loss minus Net Earnings
Net loss	(1,333,304)
Non-Redeemable Net Loss	$ (1,333,304)
Class A Redeemable Common Stock [Member]
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding | shares	32,022,666
Basic and diluted net income per share | $ / shares	$ 0
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding | shares	32,022,666
Basic and diluted net loss per share | $ / shares	$ 0
Non Redeemable Common Stock [Member]
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding | shares	8,891,200
Basic and diluted net income per share | $ / shares	$ (0.15)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding | shares	8,891,200
Basic and diluted net loss per share | $ / shares	$ (0.15)

Summary Of Significant Accoun_5

Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash equivalents, at carrying value	$ 0	$ 0
Adjustments to additional paid in capital, stock issued, issuance costs	19,021,953
Transaction costs incurred in connection with warrant liabilities	579,585
Unrecognized tax benefits	0	0
Accrued for interest and penalties	$ 0	$ 0
Effective income tax rate reconciliation, percent	21.00%
FDIC insured amount	$ 250,000
Earnings per share, diluted	$ 7,107,000

Public Offering - Additional In

Public Offering - Additional Information (Detail) - $ / shares	Mar. 04, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		34,500,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Conversion Basis		Holders of Class A common stock are entitled to one vote for each share.
Common Class A [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Conversion Basis		one-fifth of one redeemable warrant
Exercise Price of Warrants		$ 11.50
IPO [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	4,500,000	34,500,000
Shares Issued Price Per Share	$ 10	$ 10
Over-Allotment Option [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	34,500,000	4,500,000

Private Placement - Additional

Private Placement - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Common Class A [Member]
Class of Warrant or Right [Line Items]
Stock Conversion Basis	Holders of Class A common stock are entitled to one vote for each share.
Private Placement Warrants [Member] | Sponsor [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period | shares	1,035,000
Class Of Warrants and Rights Issued, Price Per Warrant	$ 10
Proceeds from issuance of warrants | $	$ 10,350,000
Public Warrants [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Stock Conversion Basis	one-fifth of one redeemable warrant
Exercise Price of Warrants	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Jan. 28, 2021	Jan. 06, 2021	Dec. 14, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services				$ 10,039,500
Stock Issued During Period, Shares, New Issues				34,500,000
Proceeds from promissory note – related party		$ 750,000		$ 188,890
Debt instrument, interest rate		0.00%
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument Convertible Into Warrants		$ 1,500,000
Debt Instrument Conversion Price		$ 10
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share				$ 0.00001	$ 0.00001
Founder Shares [Member] | IPO [Member]
Related Party Transaction [Line Items]
Common stock, threshold percentage on conversion of shares	20.00%
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 300,000
Repayments of debt		$ 188,890
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Reclassifications of temporary to permanent equity	$ 8,625,000
Common stock par or stated value per share	$ 0.00001
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination			6 months
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares forfeited during the period	1,125,000
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services			$ 25,000
Stock Issued During Period, Shares, New Issues			8,625,000
Number of shares forfeited during the period	8,625,000

Commitments - Additional Inform

Commitments - Additional Information (Detail)	Mar. 04, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Underwriting Discount Paid Per Unit | $ / shares | $ / shares	$ 0.35
Underwriting Expense Paid | $	$ 12,075,000
Deferred Underwriting Commissions Noncurrent	$ 12,075,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($)	Jan. 28, 2021	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized		1,000,000		1,000,000
Preferred stock par or stated value per share		$ 0.00001		$ 0.00001
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | First Price Vesting [Member]
Class of Stock [Line Items]
Share redemption trigger price		$ 12
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Share Price Equal Or Exceeds Fifteen Rupees Per Dollar [Member] | Second Price Vesting [Member]
Class of Stock [Line Items]
Share redemption trigger price		$ 15
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Share Price Equal Or Exceeds Twenty Rupees Per Dollar [Member] | Third Price Vesting [Member]
Class of Stock [Line Items]
Share redemption trigger price		$ 20
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Sponsor [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Number of shares forfeited during the period	1,125,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized		280,000,000		280,000,000
Common stock par or stated value per share		$ 0.00001		$ 0.00001
Common stock shares issued		3,584,862		0
Common stock shares outstanding		3,584,862		0
Stock Conversion Basis		Holders of Class A common stock are entitled to one vote for each share.
Temporary equity, shares outstanding		31,950,138	320,226,666	0
Common stock conversion price		12.00%
Common stock, convertible, conversion price, decrease		$ 12
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized		20,000,000		20,000,000
Common stock par or stated value per share		$ 0.00001		$ 0.00001
Common stock shares issued		8,625,000		8,625,000
Common stock shares outstanding		8,625,000		8,625,000
Stock Conversion Basis		one-for-one basis
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Common stock par or stated value per share	$ 0.00001
Reclassifications of temporary to permanent equity	$ 8,625,000
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Number of shares forfeited during the period	8,625,000

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021$ / shares
Share price	$ 10
Share Price Equal or Exceeds Eighteen Rupees per dollar
Share redemption trigger price	$ 18
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Share Price Equal or Exceeds Ten point Zero Rupees per dollar
Class of warrants, redemption price per unit	$ 0.10
Class Of Warrants Redemption Notice Period	30 days
Share Price Equal or Less Ten point Zero Rupees per dollar
Share price	$ 10
Share Price Equal or Less Nine point Two Rupees per dollar
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Public Warrants [Member]
Warrants Exercisable Term From The Date Of Completion Of Business Combination	30 days
Warrants Exercisable Term From The Closing Of IPO	1 year
Warrants and Rights Outstanding, Term	5 years
Minimum lock In period For SEC Registration From Date Of Business Combination	20 days
Minimum lock In period to become effective after the closing of the initial Business Combination	60 days
Common Class A [Member]
Minimum lock In period for transfer, assign or sell warrants after completion of Business Combination	30 days
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar
Share redemption trigger price	$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60.00%
Exercise Price of Warrants	$ 9.20
Common Class A [Member] | Public Warrants [Member]
Exercise Price of Warrants	11.50
Common Class A [Member] | Redemption Of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar
Class of warrants, redemption price per unit	0.01
Share price	$ 18
Number Of Consecutive Trading Days For Determining Share Price	20 days
Number of trading days for determining share price	30 days
Class Of Warrants Redemption Notice Period	30 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - USD ($)	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 345,006,441		$ 0
Warrant Liability	11,149,408	$ 10,541,344	$ 0
Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	345,006,441
Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	10,770,579
Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 378,829

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of fair value measurements inputs (Detail)	Mar. 31, 2021yr	Mar. 04, 2021yr
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.92	0.67
Expected Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.92	5
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	24.8	33.2
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Unit Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.89	9.70

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of change in the fair value of warrant liabilities (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	$ 0
Initial measurement	341,361
Change in fair value	37,468
Fair Value, Ending Balance	378,829
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	0
Initial measurement	10,199,983
Change in fair value	570,596
Fair Value, Ending Balance	10,770,579
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	0
Initial measurement	10,541,344
Change in fair value	608,064
Fair Value, Ending Balance	$ 11,149,408

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value Disclosures [Abstract]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3	$ 0