Pine Technology Acquisition (PTOC) S-4/A 1 Feb 22 Registration of securities issued in business combination transactions (amended) Financial data

Cover Page

Cover Page	9 Months Ended
	Sep. 30, 2021
Document Information [Line Items]
Entity Registrant Name	Pine Technology Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Entity Central Index Key	0001838238
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	Amendment No. 1

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 481,676	$ 0
Prepaid Expenses	314,579
Share subscription receivable		25,000
Total current assets		25,000
Deferred offering costs associated with IPO		28,860
Total current assets	796,255	25,000
Prepaid expenses — Non-current	127,366
Cash held in Trust Account	345,055,688
Deferred offering costs		28,860
Total Assets	345,979,309	53,860
Current liabilities:
Accounts payable and accrued expenses	204,157	30,800
Accrued offering costs and expenses		30,800
Total current liabilities	204,157	30,800
Warrant liabilities	15,525,988
Deferred underwriters' discount	12,075,000
Total liabilities	27,805,145	30,800
Commitments
Class A Common Stock subject to possible redemption 34,500,000 and 0 shares at redemption value, respectively	345,055,688
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 0 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020	863	863
Additional paid-in capital		24,137
Accumulated deficit	(26,882,387)	(1,940)
Total stockholders' (deficit) equity	(26,881,524)	23,060
Total Liabilities and Stockholders' (Deficit) Equity	$ 345,979,309	$ 53,860

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Mar. 15, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Class A Common Stock
Common stock subject to possible redemption shares	34,500,000		0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	240,000,000		240,000,000
Common stock, shares issued	0		0
Common stock, shares outstanding	0		0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares authorized	60,000,000		60,000,000
Common stock, shares issued	8,625,000		8,625,000
Common stock, shares outstanding	8,625,000		8,625,000
Class B Common Stock | Over-Allotment Option [Member]
Common Stock Shares Subject To Forfeiture			1,125,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	Dec. 31, 2020		Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs	$ 1,940		$ 639,593	$ 799,820
Loss from operations			(639,593)	(799,820)
Other Income (Loss)
Interest income			25,784	55,688
Excess fair value over cash received for private placement warrants				(355,999)
Change in fair value of warrant liabilities			2,025,330	8,680,011
Offering expenses related to warrant issuance				(844,080)
Total other income			2,051,114	7,535,620
Net income (loss)	$ (1,940)		$ 1,411,521	$ 6,735,800
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	7,500,000	[1]	34,500,000	34,500,000
Basic and diluted net income per share (in Dollars per share)	$ 0		$ 0.03	$ 0.16
Weighted average shares outstanding, non-redeemable Class B common stock (in Shares)			8,625,000	8,324,176
Basic and diluted net income per share (in Dollars per share)			$ 0.03	$ 0.16
[1]	Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals)	Dec. 31, 2020shares
Over-Allotment Option [Member] | Common Class B [Member]
Common Stock Shares Subject To Forfeiture	1,125,000

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)		Total	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Class A Common StockCommon Stock	Class B Common StockCommon Stock
Balance at Dec. 29, 2020		$ 0	$ 0	$ 0		$ 0
Balance (in Shares) at Dec. 29, 2020	[1]					0
Class B common stock issued to Sponsor (Shares)	[1]					8,625,000
Class B common stock issued to Sponsor		25,000	24,137	0		$ 863
Net income (loss)		(1,940)	0	(1,940)		0
Balance at Dec. 31, 2020		23,060	24,137	(1,940)	$ 0	$ 863
Balance (in Shares) at Dec. 31, 2020					0	8,625,000	[1]
Sale of Units in Initial Public Offering, net of underwriting discount and initial fair value of public warrants		311,415,304	311,411,854		$ 3,450
Sale of Units in Initial Public Offering, net of underwriting discount and initial fair value of public warrants (in Shares)					34,500,000
Class A common stock subject to possible redemption		(345,003,738)	(311,435,991)	(33,564,297)	$ (3,450)
Class A common stock subject to possible redemption (in Shares)					(34,500,000)
Net income (loss)		(1,098,848)		(1,098,848)
Balance at Mar. 31, 2021		(34,664,222)	0	(34,665,085)	$ 0	$ 863
Balance (in Shares) at Mar. 31, 2021					0	8,625,000
Net income (loss)		6,423,127		6,423,127
Accretion for Class A shares subject to redemption		(26,166)		(26,166)
Balance at Jun. 30, 2021		(28,267,261)	0	(28,268,124)	$ 0	$ 863
Balance (in Shares) at Jun. 30, 2021					0	8,625,000
Net income (loss)		1,411,521		1,411,521
Accretion for Class A shares subject to redemption		(25,784)		(25,784)
Balance at Sep. 30, 2021		$ (26,881,524)	$ 0	$ (26,882,387)	$ 0	$ 863
Balance (in Shares) at Sep. 30, 2021					0	8,625,000
[1]	Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parentheticals)	Dec. 31, 2020shares
Common Class B [Member] | Over-Allotment Option [Member]
Common Stock Shares Subject To Forfeiture	1,125,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	Dec. 31, 2020	Sep. 30, 2021
Statement of Cash Flows [Abstract]
Net income (loss)	$ (1,940)	$ 6,735,800
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on trust account		(55,688)
Change in fair value of warrant liabilities		(8,680,011)
Excess of fair value over cash received for private placement warrants		355,999
Offering costs allocated to warrants		844,080
Changes in current assets and current liabilities:
Prepaid assets		(441,945)
Accounts payable		273,517
Accrued offering costs and expenses	1,940
Net cash used in operating activities	0	(968,248)
Cash Flows from Investing Activities:
Net cash used in investing activities		(345,000,000)
Investment of cash into trust account		(345,000,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriting discount		338,100,000
Proceeds from issuance of Private Placement Warrants		8,900,000
Payments of offering costs		(575,076)
Cash received for share receivable		25,000
Net cash provided by financing activities		346,449,924
Net Change in Cash	0	481,676
Cash — Beginning	0	0
Cash — Ending	0	481,676
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A common stock subject to possible redemption		345,000,000
Initial value of warrant liabilities		24,205,999
Accretion for Class A common stock subject to possible redemption		55,688
Deferred underwriting discount payable charged to additional paid-in capital		$ 12,075,000
Increase in stock subscription receivable for issuance of Class B ordinary shares	25,000
Accrued deferred offering costs	$ 28,860

Organization and Business Opera

Organization and Business Operations	Dec. 31, 2020	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Pine Technology Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 30, 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 (“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 30, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Proposed Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is Pine Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 30,000,000 units at $10.00 per unit (the “Units”) (or 34,500,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”), and the sale of 5,333,333 private placement warrants (or 5,933,333 private placement warrants if the over-allotment option is exercised in full) (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement that will close simultaneously with the Proposed Public Offering. Each Unit consists of one share of the Class A common stock and one-third of The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount and taxes payable on the income earned on the Trust Account). However, 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $10.00 per Unit sold in the Proposed Public Offering will be held in a trust account (“Trust Account”) and may only be invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the Proposed Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the Proposed Public Offering (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the Completion Window (as defined below) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the Proposed Public Offering (unless extended in accordance with the amended and restated certificate of incorporation) to complete an initial Business Combination (the “Completion Window”). However, if the Company is unable to complete its initial Business Combination within the Completion Window, 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, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to: (1) to waive their redemption rights with respect to any founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window; and (3) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window). If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, directors and officers have agreed to vote any founder shares and any public shares held by them in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than our 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 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 date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under the indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company has not 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 and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Going Concern Consideration As of December 31, 2020, the Company had $0 in cash and a working capital deficit of $5,800 (excluding deferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3 and issuance of an unsecured promissory note with principal up to $600,000 to the Sponsor as discussed in Note 5. Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or a minimum of one year from the date of issuance of these financial statements. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 1 — Organization and Business Operations Organization and General Pine Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating Financing The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). On March 15, 2021, the Company consummated the IPO 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”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,933,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs of the IPO amounted to $19,478,776, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount and $503,776 of other offering costs. Of the total transaction costs, $844,080 was expensed as non-operating Trust Account Following the closing of the IPO on March 15, 2021, $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 incorporation) (the “Completion Window”) or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s 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 (excluding the amount of any deferred underwriting discount and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, 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 public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to certain limitations. The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the IPO (unless extended in accordance with the Company’s amended and restated certificate of incorporation) to consummate a Business Combination. However, if the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window). The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 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 date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets in each case net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of September 30, 2021, the Company had cash outside the Trust Account of $481,676 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of September 30, 2021, none of the amount in the Trust Account was withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants held outside the Trust Account. The Company anticipates that the $481,676 outside of the Trust Account as of September 30, 2021 will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account and any additional Working Capital Loans (as defined in Note 6) from the Company’s Sponsor, an affiliate of the Company’s Sponsor or certain of the Company’s directors and officers, for identifying and evaluating target businesses, performing business due diligence on prospective target businesses, traveling to and from the offices or similar locations of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses, structuring, negotiating and completing a Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of identifying a target business, undertaking due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company may need to obtain additional financing either to complete its initial Business Combination or because it becomes obligated to redeem a significant number of public shares in connection with its initial Business Combination or a stockholder vote to make certain amendments to its amended and restated certificate of incorporation, in which case the Company may issue additional securities or incur debt in connection with its initial Business Combination. Except as otherwise described herein, none of the Company’s Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all . Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). the COVID-19 the COVID-19 the COVID-19 outbreak the COVID-19 outbreak the COVID-19 the COVID-19 outbreak

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In certain of the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete its initial business combination and continue to exist as a public company if there are sufficient public shares that do not redeem in connection with the initial business combination and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” In accordance with the SEC staff guidance on redeemable equity instruments which has been codified in ASC 480-10-S99, re-evaluated 480-10-S99 re-evaluation, In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to the previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such, the Company is restating those periods in this Quarterly Report. Impact of the Restatement The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: As Previously Adjustment As (audited) Balance Sheet as of March 15, 2021 Common Stock subject to possible redemption ($) $ 305,234,320 $ 39,765,680 $ 345,000,000 Class A common stock, $0.0001 par value $ 398 $ (398 ) $ — Class B common stock, $0.0001 par value 863 — 863 Additional paid-in 6,204,723 (6,204,723 ) — Accumulated deficit (1,205,975 ) (33,560,559 ) (34,766,534 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (39,765,680 ) $ (34,765,671 ) Number of shares subject to redemption 30,523,432 3,976,568 34,500,000 Financial Statements as of March 31, 2021 (per the Company’s quarterly report on Form 10-Q As Previously Adjustment As un Balance Sheet Common Stock subject to possible redemption ($) $ 305,339,510 $ 39,664,228 $ 345,003,738 Class A common stock, $0.0001 par value $ 397 $ (397 ) $ — Class B common stock, $0.0001 par value 863 — 863 Additional paid-in 6,099,534 (6,099,534 ) — Accumulated deficit (1,100,788 ) (33,564,297 ) (34,665,085 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (39,664,228 ) $ (34,664,222 ) Number of shares subject to redemption 30,533,951 3,966,049 34,500,000 Statement of Operations Weighted average shares outstanding, Class A common stock subject to possible redemption 30,524,051 3,975,949 34,500,000 Basic and diluted net income (loss) per share $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding, non-redeemable 9,376,013 (751,013 ) 8,625,000 Basic and diluted net income (loss) per share $ (0.12 ) $ 0.09 $ (0.03 ) Financial Statements as of June 30, 2021 (per the Company’s quarterly report on Form 10-Q As Previously Adjustment As un Balance Sheet Common Stock subject to possible redemption ($) $ 311,762,640 $ 33,267,264 $ 345,029,904 Class A common stock, $0.0001 par value $ 333 $ (333 ) $ — Class B common stock, $0.0001 par value 863 — 863 Additional paid-in — — — Accumulated deficit 4,998,807 (33,266,932 ) (28,268,125 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (33,267,265 ) $ (28,267,262 ) Number of shares subject to redemption 31,176,264 3,323,736 34,500,000 As Previously Adjustment As Statement of Operations Three Months ended June 30, 2021 Weighted average shares outstanding, Class A common stock subject to possible redemption 30,533,951 3,966,049 34,500,000 Basic and diluted net income (loss) per share $ 0.00 $ 0.15 $ 0.15 Weighted average shares outstanding, non-redeemable 21,216,049 (12,591,049 ) 8,625,000 Basic and diluted net income (loss) per share $ 0.16 $ (0.01 ) $ 0.15 Six Months ended June 30, 2021 Weighted average shares outstanding, Class A common stock subject to possible redemption 18,218,165 2,367,470 20,585,635 Basic and diluted net income (loss) per share $ 0.00 $ 0.18 $ 0.18 Weighted average shares outstanding, non-redeemable 16,138,879 (7,513,879 ) 8,625,000 Basic and diluted net income (loss) per share $ 0.14 $ 0.04 $ 0.18

Significant Accounting Policies

Significant Accounting Policies	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December 30, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on March 11, 2021, as well as the Company’s Current Reports on Form 8-K. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 differences Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $345,055,688, which was invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity (deficit). 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 are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s unaudited condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in As of September 30, 2021, the Class A Common Stock reflected in the unaudited condensed balance sheet are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (14,950,000 ) Issuance costs related to Class A common stock (18,634,696 ) Plus: Accretion of carrying value to redemption value 33,640,384 Contingently redeemable Class A common stock $ 345,055,688 Net Income per Share of Common Stock The Company applies the two-class Reconciliation of Net Income per Share of Common Stock The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accretion associated with the redeemable Class A common shares is excluded from the net income per common share as the redemption value approximates fair value. Accordingly, basic and diluted income per share of common stock is calculated as follows: For the For the Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,129,217 $ 5,426,493 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 34,500,000 34,500,000 Basic and Diluted net income per share, Redeemable Class A common stock $ 0.03 $ 0.16 Non-Redeemable Numerator: Net income allocable to Class B common stock not subject to redemption $ 282,304 $ 1,309,307 Denominator: Weighted Average Non-Redeemable 8,625,000 8,324,176 Basic and diluted net income per share, Class B common stock $ 0.03 $ 0.16 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering non-operating Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 17,433,333 Warrants (comprising 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position . The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06”), 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the IPO, the Company initially sold 34,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-third

Proposed Public Offering

Proposed Public Offering	Dec. 31, 2020
Proposed Public Offering [Abstract]
Proposed Public Offering Disclosure	Note 3 — Proposed Public Offering In the Proposed Public Offering, the Company will offer for sale up to 30,000,000 units, (or 34,500,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock, and one-third of

Private Placement Warrants

Private Placement Warrants	Dec. 31, 2020	Sep. 30, 2021
Private Placement Warrant Disclosure [Abstract]
Private Placement Warrants	Note 4 — Private Placement The Company’s Sponsor has committed to purchase an aggregate of 5,333,333 (or 5,933,333 if the underwriters’ over-allotment option is exercised in full) Private Placement Warrant at a price of $1.50 per Private Placement Warrant (approximately $8,000,000 in the aggregate or $8,900,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant entitles the holder to purchase one share of the Class A common stock at a price of $11.50 per share. The Private Placement Warrants will be non-redeemable The initial stockholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to: (1) to waive their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window; and (3) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window). If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, directors and officers have agreed to vote any founder shares and any public shares held by them in favor of the initial Business Combination.	Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per warrant ($8,900,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are non-redeemable The Company’s initial stockholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to: (1) to waive their redemption rights with respect to any Founder Shares and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window; and (3) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window). If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, directors and officers have agreed to vote any Founder Shares and any public shares held by them in favor of the initial Business Combination.

Related Party Transactions

Related Party Transactions	Dec. 31, 2020	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On December 31, 2020, the Company’s Sponsor subscribed an aggregate of 8,625,000 founder shares for a total purchase price of $25,000. The founder shares include an aggregate of up to 1,125,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The Sponsor has not paid the amount as of December 31, 2020. The Company recorded $25,000 in stock subscription receivable accordingly. With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party The Company’s Sponsor has agreed to loan the Company an aggregate of up to $600,000 non-interest bearing, Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, the founders, certain of the Company’s officers and directors or their respective affiliates 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 the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2020, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on the date of the prospectus, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees.	Note 6 — Related Party Transactions Founder Shares On December 31, 2020, the Company’s Sponsor subscribed an aggregate of 8,625,000 founder shares (the “Founder Shares”) for a total purchase price of $25,000. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party The Company’s Sponsor has agreed to loan the Company an aggregate of up to $600,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, Administrative Services Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of its Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, the Company has incurred $30,000 and $60,000 of expenses, respectively, under the Administrative Services Agreement. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Company’s Sponsor or certain of the Company’s directors and officers 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. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, no such Working Capital Loans were outstanding.

Commitments & Contingencies

Commitments & Contingencies	Dec. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriters Agreement The underwriters have a 45-day option The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $6,000,000 (or up to $6,900,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of three and one-half	Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on March 10, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On March 15, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	Dec. 31, 2020	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, excess of the amounts sold in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted Holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Warrants The warrants will become exercisable on the later of 12 months from the closing of the Proposed Public Offering or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company’s satisfying the obligations described above with respect to registration. No warrant will be exercisable for cash or on a “cashless basis,” and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. Redemption of 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, or the 30-day • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. Redemption Procedures and Cashless Exercise. ten-trading	Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, as-converted Holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rules.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrants	Note 9 — Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 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 our board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (the “Market Value”) is below $9.20 per share, (i) 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 (ii) the $18.00 per share redemption trigger price described under ”— Redemption of Warrants for Cash” 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 warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company’s satisfying the obligations described above with respect to registration. No warrant will be exercisable for cash or on a “cashless basis,” and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. Redemption of 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 to each warrant holder (the “30-day • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. If the Company calls the warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value of the Class A common stock, over the exercise price of the warrants by (y) the fair market value of the Class A common stock. The fair market value means the volume weighted average price of Class A common stock as reported during the ten-trading

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted (Level 1) Significant Significant (Level 3) Description Assets: U.S. Money Market Funds held in Trust Account $ 345,055,688 $ 345,055,688 $ — $ — Liabilities: Warrant liabilities — public warrants $ 8,049,988 $ 8,049,988 $ — $ — Warrant liabilities — private warrants 7,476,000 — — 7,476,000 Total $ 15,525,988 $ 8,049,988 $ — $ 7,476,000 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2021, is classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended September 30, 2021, other than the transfer of Public warrants liabilities from Level 3 to Level 1. The following table provides quantitative information regarding Level 3 fair value measurements: At At Stock price $ 9.53 $ 9.65 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 25.0 % 22.4 % Risk-free rate 1.1 % 1.1 % Dividend yield 0.0 % 0.0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 24,205,999 Change in fair value (115,000 ) Fair Value at March 31, 2021 24,090,999 Change in fair value (6,539,681 ) Public warrants reclassified to level 1 (9,659,985 ) Fair Value at June 30, 2021 7,891,333 Change in fair value (415,333 ) Fair Value at September 30, 2021 $ 7,476,000 The following table presents the changes in the fair value of warrant liabilities: Public Private Total Fair value as of December 30, 2020 $ — $ — $ — Initial measurement on March 15, 2021 14,950,000 9,255,999 24,205,999 Change in valuation inputs or other assumptions (115,000 ) — (115,000 ) Fair value as of March 31, 2021 14,835,000 9,255,999 24,090,999 Change in valuation inputs or other assumptions (5,175,015 ) (1,364,666 ) (6,539,681 ) Fair value as of June 30, 2021 9,659,985 7,891,333 17,551,318 Change in valuation inputs or other assumptions (1,609,997 ) (415,333 ) (2,025,330 ) Fair value as of September 30, 2021 $ 8,049,988 $ 7,476,000 $ 15,525,988

Subsequent Events

Subsequent Events	Dec. 31, 2020	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).	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 IPO as filed with the SEC on March 11, 2021, as well as the Company’s Current Reports on Form 8-K.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 differences
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
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.
Marketable Securities Held in Trust Account		Marketable Securities Held in Trust Account At September 30, 2021, the Trust Account had $345,055,688, which was invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
Concentration of Credit Risk		Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account.
Common Stock Subject to Possible Redemption		Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity (deficit). 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 are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s unaudited condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in As of September 30, 2021, the Class A Common Stock reflected in the unaudited condensed balance sheet are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (14,950,000 ) Issuance costs related to Class A common stock (18,634,696 ) Plus: Accretion of carrying value to redemption value 33,640,384 Contingently redeemable Class A common stock $ 345,055,688
Net Income per Share of Common Stock	Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.	Net Income per Share of Common Stock The Company applies the two-class
Reconciliation of Net Income per Share of Common Stock		Reconciliation of Net Income per Share of Common Stock The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accretion associated with the redeemable Class A common shares is excluded from the net income per common share as the redemption value approximates fair value. Accordingly, basic and diluted income per share of common stock is calculated as follows: For the For the Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,129,217 $ 5,426,493 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 34,500,000 34,500,000 Basic and Diluted net income per share, Redeemable Class A common stock $ 0.03 $ 0.16 Non-Redeemable Numerator: Net income allocable to Class B common stock not subject to redemption $ 282,304 $ 1,309,307 Denominator: Weighted Average Non-Redeemable 8,625,000 8,324,176 Basic and diluted net income per share, Class B common stock $ 0.03 $ 0.16
Offering Costs		Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering non-operating
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Derivative warrant liabilities		Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 17,433,333 Warrants (comprising 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December 30, 2020 (inception) through December 31, 2020.	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position . The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06”), 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of balance sheet and statement of operations	The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: As Previously Adjustment As (audited) Balance Sheet as of March 15, 2021 Common Stock subject to possible redemption ($) $ 305,234,320 $ 39,765,680 $ 345,000,000 Class A common stock, $0.0001 par value $ 398 $ (398 ) $ — Class B common stock, $0.0001 par value 863 — 863 Additional paid-in 6,204,723 (6,204,723 ) — Accumulated deficit (1,205,975 ) (33,560,559 ) (34,766,534 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (39,765,680 ) $ (34,765,671 ) Number of shares subject to redemption 30,523,432 3,976,568 34,500,000 Financial Statements as of March 31, 2021 (per the Company’s quarterly report on Form 10-Q As Previously Adjustment As un Balance Sheet Common Stock subject to possible redemption ($) $ 305,339,510 $ 39,664,228 $ 345,003,738 Class A common stock, $0.0001 par value $ 397 $ (397 ) $ — Class B common stock, $0.0001 par value 863 — 863 Additional paid-in 6,099,534 (6,099,534 ) — Accumulated deficit (1,100,788 ) (33,564,297 ) (34,665,085 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (39,664,228 ) $ (34,664,222 ) Number of shares subject to redemption 30,533,951 3,966,049 34,500,000 Statement of Operations Weighted average shares outstanding, Class A common stock subject to possible redemption 30,524,051 3,975,949 34,500,000 Basic and diluted net income (loss) per share $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding, non-redeemable 9,376,013 (751,013 ) 8,625,000 Basic and diluted net income (loss) per share $ (0.12 ) $ 0.09 $ (0.03 ) Financial Statements as of June 30, 2021 (per the Company’s quarterly report on Form 10-Q As Previously Adjustment As un Balance Sheet Common Stock subject to possible redemption ($) $ 311,762,640 $ 33,267,264 $ 345,029,904 Class A common stock, $0.0001 par value $ 333 $ (333 ) $ — Class B common stock, $0.0001 par value 863 — 863 Additional paid-in — — — Accumulated deficit 4,998,807 (33,266,932 ) (28,268,125 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (33,267,265 ) $ (28,267,262 ) Number of shares subject to redemption 31,176,264 3,323,736 34,500,000 As Previously Adjustment As Statement of Operations Three Months ended June 30, 2021 Weighted average shares outstanding, Class A common stock subject to possible redemption 30,533,951 3,966,049 34,500,000 Basic and diluted net income (loss) per share $ 0.00 $ 0.15 $ 0.15 Weighted average shares outstanding, non-redeemable 21,216,049 (12,591,049 ) 8,625,000 Basic and diluted net income (loss) per share $ 0.16 $ (0.01 ) $ 0.15 Six Months ended June 30, 2021 Weighted average shares outstanding, Class A common stock subject to possible redemption 18,218,165 2,367,470 20,585,635 Basic and diluted net income (loss) per share $ 0.00 $ 0.18 $ 0.18 Weighted average shares outstanding, non-redeemable 16,138,879 (7,513,879 ) 8,625,000 Basic and diluted net income (loss) per share $ 0.14 $ 0.04 $ 0.18

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of class A common stock reflected in the unaudited condensed balance sheet are reconciled	Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (14,950,000 ) Issuance costs related to Class A common stock (18,634,696 ) Plus: Accretion of carrying value to redemption value 33,640,384 Contingently redeemable Class A common stock $ 345,055,688
Schedule of basic and diluted income per share of common stock	For the For the Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,129,217 $ 5,426,493 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 34,500,000 34,500,000 Basic and Diluted net income per share, Redeemable Class A common stock $ 0.03 $ 0.16 Non-Redeemable Numerator: Net income allocable to Class B common stock not subject to redemption $ 282,304 $ 1,309,307 Denominator: Weighted Average Non-Redeemable 8,625,000 8,324,176 Basic and diluted net income per share, Class B common stock $ 0.03 $ 0.16

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of measured at fair value on a recurring basis	September 30, Quoted (Level 1) Significant Significant (Level 3) Description Assets: U.S. Money Market Funds held in Trust Account $ 345,055,688 $ 345,055,688 $ — $ — Liabilities: Warrant liabilities — public warrants $ 8,049,988 $ 8,049,988 $ — $ — Warrant liabilities — private warrants 7,476,000 — — 7,476,000 Total $ 15,525,988 $ 8,049,988 $ — $ 7,476,000
Schedule of level 3 fair value measurements	At At Stock price $ 9.53 $ 9.65 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 25.0 % 22.4 % Risk-free rate 1.1 % 1.1 % Dividend yield 0.0 % 0.0 %
Schedule of provides a reconciliation changes in fair value	Warrant Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 24,205,999 Change in fair value (115,000 ) Fair Value at March 31, 2021 24,090,999 Change in fair value (6,539,681 ) Public warrants reclassified to level 1 (9,659,985 ) Fair Value at June 30, 2021 7,891,333 Change in fair value (415,333 ) Fair Value at September 30, 2021 $ 7,476,000
Schedule of provides a reconciliation changes in fair value	Public Private Total Fair value as of December 30, 2020 $ — $ — $ — Initial measurement on March 15, 2021 14,950,000 9,255,999 24,205,999 Change in valuation inputs or other assumptions (115,000 ) — (115,000 ) Fair value as of March 31, 2021 14,835,000 9,255,999 24,090,999 Change in valuation inputs or other assumptions (5,175,015 ) (1,364,666 ) (6,539,681 ) Fair value as of June 30, 2021 9,659,985 7,891,333 17,551,318 Change in valuation inputs or other assumptions (1,609,997 ) (415,333 ) (2,025,330 ) Fair value as of September 30, 2021 $ 8,049,988 $ 7,476,000 $ 15,525,988

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Mar. 15, 2021	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021	Mar. 15, 2021
Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)			8,625,000
Share price per unit (in Dollars per share)				$ 10
Generating gross proceeds				$ 338,100,000
Warrant per share (in Dollars per share)				$ 1.50
Non operating expenses				$ 844,080
Maturity term				185 days
Obligation redeem percentage		100.00%		100.00%
Fair value percentage		80.00%		80.00%
Net tangible assets		$ 5,000,001	$ 5,000,001	$ 5,000,001
Dissolution expenses		$ 100,000		$ 100,000
Business combination redeem percentage		100.00%		100.00%
Trust account per share due to reductions (in Dollars per share)		$ 10		$ 10
Working capital		$ 5,800	5,800	$ 481,676
Sale of founder shares				25,000
Cash held in trust account		0		$ 481,676
Maximum borrowing capacity		$ 600,000	$ 600,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Voting securities percentage		50.00%	50.00%	50.00%
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)		30,000,000			34,500,000
Share price per unit (in Dollars per share)	$ 10	$ 10	$ 10		$ 10
Transection cost				$ 19,478,776
Underwriting discounts				6,900,000
Deferred underwriting discount				12,075,000
Other offering costs				$ 503,776
Net proceeds	$ 345,000,000
Private Placement Warrant [Member]
Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)		5,333,333	5,333,333	5,933,333
Warrant per share (in Dollars per share)		$ 1.50	$ 1.50	$ 1.50
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)		34,500,000
Sale of warrants (in Shares)		5,933,333	5,933,333
Class A Common Stock | IPO [Member]
Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	34,500,000
Share price per unit (in Dollars per share)	$ 10				$ 10
Generating gross proceeds	$ 345,000,000
Common stock conversion basis		Each Unit consists of one share of the Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of the Class A common stock at a price of $11.50 per share.

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Condensed Financial Information Disclosure [Abstract]
Consummate initial business combination	$ 5,000,000
Net tangible assets	5,000,001
Shares not subject to redemption	$ 5,000,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet and statement of operations - USD ($)	Dec. 31, 2020		Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 15, 2021	Dec. 29, 2020
Balance Sheet
Class A common stock, $0.0001 par value
Additional paid-in capital	24,137
Accumulated deficit	(1,940)		(26,882,387)				(26,882,387)
Total stockholders' equity (deficit)	$ 23,060		$ (26,881,524)	$ (28,267,261)	$ (34,664,222)	$ (28,267,261)	$ (26,881,524)		$ 0
Statement of Operations
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	7,500,000	[1]	34,500,000				34,500,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0		$ 0.03				$ 0.16
Weighted average shares outstanding, non-redeemable common stock (in Shares)			8,625,000				8,324,176
Basic and diluted net income (loss) per share (in Dollars per share)			$ 0.03				$ 0.16
As Previously Reported [Member]
Balance Sheet
Common Stock subject to possible redemption ($)				311,762,640	305,339,510	311,762,640		$ 305,234,320
Class A common stock, $0.0001 par value				333	397	333		398
Class B common stock, $0.0001 par value				863	863	863		863
Additional paid-in capital				0	6,099,534	0		6,204,723
Accumulated deficit				4,998,807	(1,100,788)	4,998,807		(1,205,975)
Total stockholders' equity (deficit)				$ 5,000,003	$ 5,000,006	$ 5,000,003		$ 5,000,009
Number of shares subject to redemption (in Shares)				31,176,264	30,533,951	31,176,264		30,523,432
Statement of Operations
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)				30,533,951	30,524,051	18,218,165
Basic and diluted net income (loss) per share (in Dollars per share)				$ 0		$ 0
Weighted average shares outstanding, non-redeemable common stock (in Shares)				21,216,049	9,376,013	16,138,879
Basic and diluted net income (loss) per share (in Dollars per share)				$ 0.16	$ (0.12)	$ 0.14
Adjustment [Member]
Balance Sheet
Common Stock subject to possible redemption ($)				$ 33,267,264	$ 39,664,228	$ 33,267,264		$ 39,765,680
Class A common stock, $0.0001 par value				(333)	(397)	(333)		(398)
Additional paid-in capital				0	(6,099,534)	0		(6,204,723)
Accumulated deficit				(33,266,932)	(33,564,297)	(33,266,932)		(33,560,559)
Total stockholders' equity (deficit)				$ (33,267,265)	$ (39,664,228)	$ (33,267,265)		$ (39,765,680)
Number of shares subject to redemption (in Shares)				3,323,736	3,966,049	3,323,736		3,976,568
Statement of Operations
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)				3,966,049	3,975,949	2,367,470
Basic and diluted net income (loss) per share (in Dollars per share)				$ 0.15	$ (0.03)	$ 0.18
Weighted average shares outstanding, non-redeemable common stock (in Shares)				(12,591,049)	(751,013)	(7,513,879)
Basic and diluted net income (loss) per share (in Dollars per share)				$ (0.01)	$ 0.09	$ 0.04
As Restated [Member]
Balance Sheet
Common Stock subject to possible redemption ($)				$ 345,029,904	$ 345,003,738	$ 345,029,904		$ 345,000,000
Class B common stock, $0.0001 par value				863	863	863		863
Accumulated deficit				(28,268,125)	(34,665,085)	(28,268,125)		(34,766,534)
Total stockholders' equity (deficit)				$ (28,267,262)	$ (34,664,222)	$ (28,267,262)		$ (34,765,671)
Number of shares subject to redemption (in Shares)				34,500,000	34,500,000	34,500,000		34,500,000
Statement of Operations
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)				34,500,000	34,500,000	20,585,635
Basic and diluted net income (loss) per share (in Dollars per share)				$ 0.15	$ (0.03)	$ 0.18
Weighted average shares outstanding, non-redeemable common stock (in Shares)				8,625,000	8,625,000	8,625,000
Basic and diluted net income (loss) per share (in Dollars per share)				$ 0.15	$ (0.03)	$ 0.18
[1]	Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	Mar. 15, 2021	Sep. 30, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) [Line Items]
U.S government securities in trust account		$ 345,055,688
Federal depository insurance coverage		$ 250,000
Class A common stock subject to possible redemption (in Shares)		34,500,000
Exercisable of shares (in Shares)		17,433,333
Offering costs	$ 19,478,776
Underwriting discount	6,900,000
Deferred underwriting discount	12,075,000	$ 12,075,000
Other offering costs	503,776
Total transaction cost	$ 844,080
Derivative warrants (in Shares)		17,433,333
Unrecognized Tax Benefits			$ 0
Unrecognized tax benefits, interests and penalities accrued			$ 0
Over-Allotment Option [Member] | Common Class B [Member]
Significant Accounting Policies (Details) [Line Items]
Common Stock Shares Subject To Forfeiture			1,125,000
Public Warrants [Member]
Significant Accounting Policies (Details) [Line Items]
Derivative warrants (in Shares)		11,500,000
Private Placement Warrants [Member]
Significant Accounting Policies (Details) [Line Items]
Derivative warrants (in Shares)		5,933,333

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the unaudited condensed balance sheet are reconciled	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of class A common stock reflected in the unaudited condensed balance sheet are reconciled [Abstract]
Gross Proceeds	$ 345,000,000
Less:
Proceeds allocated to public warrants	(14,950,000)
Issuance costs related to Class A common stock	(18,634,696)
Plus:
Accretion of carrying value to redemption value	33,640,384
Contingently redeemable Class A common stock	$ 345,055,688

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted income per share of common stock - USD ($)	Dec. 31, 2020		Sep. 30, 2021	Sep. 30, 2021
Numerator:
Net income allocable to Class A common stock subject to possible redemption			$ 1,129,217	$ 5,426,493
Denominator:
Weighted Average Redeemable Class A common stock, Basic and Diluted	7,500,000	[1]	34,500,000	34,500,000
Basic and Diluted net income per share, Redeemable Class A common stock	$ 0		$ 0.03	$ 0.16
Numerator:
Net income allocable to Class B common stock not subject to redemption			$ 282,304	$ 1,309,307
Denominator:
Weighted Average Non-Redeemable Class B common stock, Basic and Diluted			8,625,000	8,324,176
Earnings Per Share, Basic and Diluted	$ 0		$ 0.03	$ 0.16
[1]	Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Mar. 15, 2021	Dec. 31, 2020	Dec. 31, 2020	Mar. 15, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)			8,625,000
Sale of stock price per unit	$ 9.53			$ 9.53	$ 9.65
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)		30,000,000		34,500,000
Private Placement [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock price per unit	11.50			$ 11.50
Class A Common Stock
Initial Public Offering (Details) [Line Items]
Sale of stock price per unit	10			10
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock | IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	34,500,000

Proposed Public Offering (Detai

Proposed Public Offering (Details) - $ / shares	Mar. 15, 2021	Dec. 31, 2020	Dec. 31, 2020	Mar. 15, 2021	Sep. 30, 2021
Proposed Public Offering [Line Items]
Sale of units			8,625,000
Share price per unit					$ 10
Sale of stock price per unit	$ 9.53			$ 9.53	9.65
Class of warrants or rights exercise price per share					$ 1.50
IPO [Member]
Proposed Public Offering [Line Items]
Sale of units		30,000,000		34,500,000
Share price per unit	$ 10	$ 10	$ 10	$ 10
Over-Allotment Option [Member]
Proposed Public Offering [Line Items]
Sale of units		34,500,000
Subsequent Event [Member] | IPO [Member]
Proposed Public Offering [Line Items]
Sale of units	30,000,000
Share price per unit	$ 10			$ 10
Warrants and rights expiration term	5 years			5 years
Common stock conversion basis	Each whole warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
Subsequent Event [Member] | Over-Allotment Option [Member]
Proposed Public Offering [Line Items]
Sale of units	34,500,000
Maximum [Member] | Subsequent Event [Member] | IPO [Member]
Proposed Public Offering [Line Items]
Warrants and rights exercisable term	12 months
Minimum [Member] | Subsequent Event [Member] | IPO [Member]
Proposed Public Offering [Line Items]
Warrants and rights exercisable term	30 days
Common Class A [Member]
Proposed Public Offering [Line Items]
Sale of stock price per unit	$ 10			$ 10
Common Class A [Member] | IPO [Member]
Proposed Public Offering [Line Items]
Sale of units	34,500,000
Share price per unit	$ 10			10
Common stock conversion basis		Each Unit consists of one share of the Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of the Class A common stock at a price of $11.50 per share.
Common Class A [Member] | Subsequent Event [Member] | IPO [Member]
Proposed Public Offering [Line Items]
Sale of stock price per unit	10			10
Class of warrants or rights exercise price per share	$ 11.50			$ 11.50

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)	Mar. 15, 2021	Sep. 30, 2021	Dec. 31, 2020
Aggregate private placement warrant (in Shares)		5,933,333
Private placement warrant price per warrant		$ 1.50
Aggregate value (in Dollars)		$ 8,900,000
Common stock price per share		$ 11.50
Redemption of public shares, percentage		100.00%
Stock Issued During Period, Shares, New Issues		5,933,333
Proceeds from Issuance of Private Placement		$ 8,900,000
Private Placement [Member]
Private placement warrant price per warrant		$ 1.50	$ 1.50
Private Placement [Member] | Subsequent Event [Member]
Aggregate private placement warrant (in Shares)	5,333,333
Aggregate value (in Dollars)	$ 8,000,000
Common stock price per share	$ 11.50
Redemption of public shares, percentage	100.00%
Stock Issued During Period, Shares, New Issues	5,333,333
Proceeds from Issuance of Private Placement	$ 8,000,000
Private Placement Warrants [Member] | Subsequent Event [Member]
Private placement warrant price per warrant	$ 1.50
Private Placement Warrants [Member] | Over-Allotment Option [Member] | Subsequent Event [Member]
Aggregate private placement warrant (in Shares)	5,933,333
Aggregate value (in Dollars)	$ 8,900,000
Stock Issued During Period, Shares, New Issues	5,933,333
Proceeds from Issuance of Private Placement	$ 8,900,000

Related Party Transactions (Det

Related Party Transactions (Details)	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / shares	Sep. 30, 2021USD ($)$ / shares	Mar. 15, 2021shares
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares) | shares		8,625,000
Total purchase price		$ 25,000
Closing price per share (in Dollars per share) | $ / shares	$ 12			$ 12
Days of consecutive common stock price (in days)	20			20
Trading period (in days)	30			30
Initial business combination days	150 days			150 days
Maximum borrowing capacity	$ 600,000	$ 600,000
Office space, administrative and support fees	$ 10,000			$ 10,000
Admin support fee expense			$ 30,000	$ 60,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share) | $ / shares	$ 1.50	$ 1.50	$ 1.50	$ 1.50
Warrant [Member] | Unsecured Debt [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity	$ 1,500,000	$ 1,500,000	$ 1,500,000	$ 1,500,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares) | shares	30,000,000				34,500,000
IPO [Member] | Loans Payable [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity	$ 600,000	$ 600,000	$ 600,000	$ 600,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	Mar. 15, 2021	Dec. 31, 2020	Sep. 30, 2021
Underwriting agreement			On March 15, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.
Gross proceeds from stock issued			$ 25,000
IPO [Member]
Underwriters discount percentage		2.00%
Gross proceeds from stock issued		$ 6,000,000
IPO [Member] | Subsequent Event [Member]
Underwriters option period	45 days
Stock issued during period shares to underwriters	4,500,000
Underwriters discount percentage	3.50%
Gross proceeds from stock issued	$ 10,500,000
Over-Allotment Option [Member]
Gross proceeds from stock issued		$ 6,900,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Gross proceeds from stock issued	$ 12,075,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2021	Mar. 15, 2021
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Business combination, description	The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.	The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Business combination issue price, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (the “Market Value”) is below $9.20 per share, (i) 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 (ii) the $18.00 per share redemption trigger price described under “— Redemption of Warrants for Cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	In addition, if (x) the Company issues additionalshares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (the “Market Value”) is below $9.20 per share, (i) 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 (ii) the $18.00 per share redemption trigger price described under ”— Redemption of Warrants for Cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Redemption price, per share	$ 18	$ 18
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Redemption of warrants, description	Once the warrants become exercisable, the Company may call the warrants for redemption:     •   in whole and not in part;     •   at a price of $0.01 per warrant;     •   upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, 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 stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.	Once the warrants become exercisable, the Company may call the warrants for redemption for cash:   •   in whole and not in part;     •   at a price of $0.01 per warrant;     •   upon a minimum of 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and     •   if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Warrant exercise price, per share	$ 11.50	$ 11.50
Class A Common Stock
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	240,000,000	240,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Common stock, share outstanding	0	0
Shares subject to possible redemption	0	34,500,000
Class A Common Stock | Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Price per share	$ 11.50	$ 11.50
Class B Common Stock
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	60,000,000	60,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	8,625,000	8,625,000
Common stock, share outstanding	8,625,000	8,625,000
Common stock conversion, percentage	20.00%	20.00%
Common stock value issued	$ 25,000
Common stock shares price per share	$ 0.003
Class B Common Stock | Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares subject to forfeiture	1,125,000
Class B Common Stock | Founder Shares [Member] | Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares subject to forfeiture	1,125,000

Warrants (Details)

Warrants (Details) - $ / shares	Dec. 31, 2020	Sep. 30, 2021
Warrants (Details) [Line Items]
Business combination issue price, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (the “Market Value”) is below $9.20 per share, (i) 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 (ii) the $18.00 per share redemption trigger price described under “— Redemption of Warrants for Cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	In addition, if (x) the Company issues additionalshares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (the “Market Value”) is below $9.20 per share, (i) 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 (ii) the $18.00 per share redemption trigger price described under ”— Redemption of Warrants for Cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Redemption price, per share	$ 18	$ 18
Warrant [Member]
Warrants (Details) [Line Items]
Redemption of warrants, description	Once the warrants become exercisable, the Company may call the warrants for redemption:     •   in whole and not in part;     •   at a price of $0.01 per warrant;     •   upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, 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 stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.	Once the warrants become exercisable, the Company may call the warrants for redemption for cash:   •   in whole and not in part;     •   at a price of $0.01 per warrant;     •   upon a minimum of 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and     •   if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Warrant exercise price, per share	$ 11.50	$ 11.50
Class A Common Stock | Warrant [Member]
Warrants (Details) [Line Items]
Price per share	$ 11.50	$ 11.50

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Cash Held in Trust account	$ 345,055,688
Warrant liabilities	15,525,988
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities	8,049,988
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities	7,476,000
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Cash Held in Trust account	345,055,688
Warrant liabilities	8,049,988
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities	8,049,988
Quoted Prices In Active Markets (Level 1) [Member] | Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Cash Held in Trust account
Warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Cash Held in Trust account
Warrant liabilities	7,476,000
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items]
Warrant liabilities	$ 7,476,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of level 3 fair value measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2021$ / shares$ / item	Mar. 15, 2021$ / shares$ / item
Schedule of level 3 fair value measurements [Abstract]
Stock price (in Dollars per share) | $ / shares	$ 9.65	$ 9.53
Strike price (in Dollars per Item) | $ / item	11.50	11.50
Term (in years)	5 years 6 months	5 years 6 months
Volatility	22.40%	25.00%
Risk-free rate	1.10%	1.10%
Dividend yield	0.00%	0.00%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of provides a reconciliation changes in fair value - Level 3 [Member] - Warrant Liability [Member] - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurements (Details) - Schedule of provides a reconciliation changes in fair value [Line Items]
Fair value at beginning	$ 7,891,333	$ 24,090,999
Initial value of public and private warrant liabilities			24,205,999
Change in fair value	(415,333)	(6,539,681)	(115,000)
Public warrants reclassified to level 1		(9,659,985)
Fair value at ending	$ 7,476,000	$ 7,891,333	$ 24,090,999

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value at beginning	$ 9,659,985	$ 14,835,000
Initial measurement on March 15, 2021			14,950,000
Change in valuation inputs or other assumptions	(1,609,997)	(5,175,015)	(115,000)
Fair value at ending	8,049,988	9,659,985	14,835,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value at beginning	7,891,333	9,255,999
Initial measurement on March 15, 2021			9,255,999
Change in valuation inputs or other assumptions	(415,333)	(1,364,666)
Fair value at ending	7,476,000	7,891,333	9,255,999
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value at beginning	17,551,318	24,090,999
Initial measurement on March 15, 2021			24,205,999
Change in valuation inputs or other assumptions	(2,025,330)	(6,539,681)	(115,000)
Fair value at ending	$ 15,525,988	$ 17,551,318	$ 24,090,999