Atlas Crest Investment Corp. II (ACII) 10-Q 5 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Oct. 29, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39999
Entity Registrant Name	ATLAS CREST INVESTMENT CORP. II
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4381723
Entity Address, Address Line One	399 Park Avenue
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	883-3800
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001838614
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	ACII.U
Security Exchange Name	NYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ACII
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		34,500,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	ACII WS
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash		$ 254,152	$ 325,000
Prepaid expenses		624,571
Total current assets		878,723	325,000
Deferred offering costs			60,000
Investments held in Trust Account		345,070,631
Total Assets		345,949,354	385,000
Current liabilities:
Accounts payable		29,520
Accrued offering costs			60,000
Accrued expenses			2,267
Franchise tax payable		149,180
Promissory note - related party			300,000
Total current liabilities		178,700	362,267
Warrant liabilities		12,374,583
Total Liabilities		12,553,283	362,267
Commitments and Contingencies (Note 7)
Class A common stock, $0.0001 par value, subject to possible redemption; 34,500,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively		345,000,000
Stockholders' (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020
Additional paid-in capital			24,137
Accumulated deficit		(11,604,792)	(2,267)
Total stockholders' (deficit) equity		(11,603,929)	22,733
Total Liabilities and Stockholders' (Deficit) Equity		345,949,354	385,000
Class B Common Stock
Stockholders' (Deficit) Equity:
Common stock	[1]	$ 863	$ 863
[1]	Includes up to 1,125,000 shares of Class B common stock subject to forfeiture at December 31, 2020 if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on February 8, 2021; thus, these shares are no longer subject to forfeiture (see Note 7).

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	34,500,000	0
Common shares, shares outstanding	34,500,000	0
Common Class A subject to possible redemption
Shares subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000	0
Common Class a Not Subject To Possible Redemption [Member]
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	8,625,000	8,625,000
Common shares, shares outstanding	8,625,000	8,625,000
Class B Common Stock | Over-allotment option
Common stock subject to forfeiture		1,125,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
CONDENSED STATEMENTS OF OPERATIONS
Operating costs	$ 288,736	$ 729,981
Franchise tax expense	50,273	149,180
Loss from operations	(339,009)	(879,161)
Unrealized gain on investments held in Trust Account	40,875	68,553
Interest and dividend income on investments held in Trust Account		2,078
Loss on sale of private placement warrants		(118,670)
Expensed offering costs		(289,922)
Change in fair value of warrant liabilities	4,545,504	9,754,087
Net income	$ 4,247,370	$ 8,536,965
Basic and diluted weighted average shares outstanding	43,125,000	38,035,715
Basic and diluted net income per share of common stock	$ 0.10	$ 0.22

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 863	$ 24,137	$ (2,267)	$ 22,733
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption amount		(24,137)	(20,139,490)	(20,163,627)
Net (loss) income			9,060,857	9,060,857
Balance at the end at Mar. 31, 2021	$ 863		(11,080,900)	(11,080,037)
Balance at the end (in shares) at Mar. 31, 2021	8,625,000
Balance at the beginning at Dec. 31, 2020	$ 863	$ 24,137	(2,267)	22,733
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption amount				(20,163,627)
Net (loss) income				8,536,965
Balance at the end at Sep. 30, 2021	$ 863		(11,604,792)	(11,603,929)
Balance at the end (in shares) at Sep. 30, 2021	8,625,000
Balance at the beginning at Mar. 31, 2021	$ 863		(11,080,900)	(11,080,037)
Balance at the beginning (in shares) at Mar. 31, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income			(4,771,262)	(4,771,262)
Balance at the end at Jun. 30, 2021	$ 863		(15,852,162)	(15,851,299)
Balance at the end (in shares) at Jun. 30, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income			4,247,370	4,247,370
Balance at the end at Sep. 30, 2021	$ 863		$ (11,604,792)	$ (11,603,929)
Balance at the end (in shares) at Sep. 30, 2021	8,625,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 8,536,965
Adjustments to reconcile net income to net cash used in operating activities:
Expensed offering costs	289,922
Unrealized gain on investments held in Trust Account	(68,553)
Interest and dividend income on investments held in Trust Account	(2,078)
Loss on sale of private placement warrants	118,670
Change in fair value of warrant liabilities	(9,754,087)
Changes in operating assets and liabilities:
Prepaid expenses	(624,571)
Accounts payable	29,520
Accrued expenses	(2,267)
Franchise tax payable	149,180
Net cash used in operating activities	(1,327,299)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Repayment of promissory note - related party	(300,000)
Proceeds from initial public offering, net of underwriter's discount paid	338,100,000
Proceeds from sale of private placement warrants	8,900,000
Offering costs paid	(443,549)
Net cash provided by financing activities	346,256,451
Net change in cash	(70,848)
Cash - beginning of period	325,000
Cash - end of period	254,152
Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A common stock subject to redemption to redemption value	20,163,627
Reclassification of deferred offering costs to equity upon completion of the initial public offering	$ 60,000

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Atlas Crest Investment Corp. II (the “Company” or “Atlas”) is a blank check company incorporated in Delaware on December 21, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 21, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Following the closing of the Initial Public Offering on February 8, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 5) was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. Transaction costs related to the issuances described above amounted to $7,343,549, consisting of $6,900,000 of underwriting fees and $443,549 of other costs. In addition, at September 30, 2021, $254,152 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. New York Stock Exchange rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, Atlas Crest Investment II LLC (the “Sponsor”) has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the amended and restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2021, the Company had $254,152 in cash held outside of the Trust Account and working capital of $700,023. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

REVISION OF PREVIOUSLY ISSUED F

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2021
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company revised its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Revised Balance Sheet (unaudited) ​ ​ ​ Class A common stock subject to possible redemption ​ $ 324,148,700 ​ $ 7,741,300 ​ $ 331,890,000 Allocation of underwriter's discounts, offering costs and deferred fees to Class A common stock ​ — ​ (7,053,627) ​ (7,053,627) Immediate accretion to redemption value ​ — ​ 20,163,627 ​ 20,163,627 Total Class A common stock subject to possible redemption ​ $ 324,148,700 ​ $ 20,851,300 ​ $ 345,000,000 Class A common stock ​ $ 209 ​ $ (209) ​ $ — Additional paid-in capital ​ $ 4,771,212 ​ $ (4,771,212) ​ $ — Retained earnings (accumulated deficit) ​ $ 227,717 ​ $ (16,079,879) ​ $ (15,852,162) Total stockholders' equity (deficit) ​ $ 5,000,001 ​ $ (20,851,300) ​ $ (15,851,299) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Revised Balance Sheet (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 328,919,960 ​ $ 2,970,040 ​ $ 331,890,000 Allocation of underwriter's discounts, offering costs and deferred fees to Class A common stock ​ — ​ (7,053,627) ​ (7,053,627) Immediate accretion to redemption value ​ — ​ 20,163,627 ​ 20,163,627 Total Class A common stock subject to possible redemption ​ $ 328,919,960 ​ $ 16,080,040 ​ $ 345,000,000 Class A common stock ​ $ 161 ​ $ (161) ​ $ — Retained earnings (accumulated deficit) ​ $ 4,998,979 ​ $ (16,079,879) ​ $ (11,080,900) Total stockholders' equity (deficit) ​ $ 5,000,003 ​ $ (16,080,040) ​ $ (11,080,037) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 8, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Revised Balance Sheet (audited) ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 319,448,300 ​ $ 12,441,700 ​ $ 331,890,000 Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares ​ — ​ (7,053,627) ​ (7,053,627) Immediate accretion to redemption value ​ — ​ 20,163,627 ​ 20,163,627 Total Class A common stock subject to possible redemption ​ $ 319,448,300 ​ $ 25,551,700 ​ $ 345,000,000 Class A common stock ​ $ 255 ​ $ (255) ​ $ — Additional paid-in capital ​ $ 5,411,955 ​ $ (5,411,955) ​ $ — Accumulated deficit ​ $ (413,069) ​ $ (20,139,490) ​ $ (20,552,559) Total stockholders' equity (deficit) ​ $ 5,000,004 ​ $ (25,551,700) ​ $ (20,551,696) ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 26, 2021. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Reclassification Certain amounts in the prior period statement of stockholders’ equity have been reclassified to conform to the current period presentation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Common Stock Subject to Possible Redemption All of the 34,500,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (13,110,000) Issuance costs allocated to Class A common stock ​ (7,053,627) Plus: ​ Accretion of carrying value to redemption value ​ 20,163,627 Class A common stock subject to possible redemption ​ $ 345,000,000 ​ Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the initial and subsequent fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model. The subsequent measurement of the fair value of the Public Warrants was measured using quoted market prices (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. As the Class A shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net income per share. As a result, the calculated net income per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,558,333 shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2021 2021 ​ Class A Class B Class A ​ Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 3,397,896 ​ $ 849,474 ​ $ 6,637,190 ​ $ 1,899,775 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 29,571,429 ​ ​ 8,464,286 Basic and diluted net income per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.22 ​ $ 0.22 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company completed its Initial Public Offering of 34,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. Each Unit consisted of one share of Class A common stock, $0.0001 par value, and one-fourth

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,933,333 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8,900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Company recognized a loss on the sale of the Private Placement Warrants of $118,670 in the Condensed Statement of Operations during the nine months ended September 30, 2021 as the initial fair value of the Private Placement Warrants was greater than the cash received on the sale of the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On December 23, 2020, the Sponsor paid $25,000 in consideration for 7,187,500 shares of Class B common stock (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each issued and outstanding share of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 shares, on a pro rata basis, to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The over-allotment option was exercised in full on February 8, 2021; thus, these shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale 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 Business Combination, the Founder Shares will be released from the lock-up. Promissory Note - Related Party On December 29, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2021, $30,000 and $80,000 of administrative support expenses were incurred, respectively. See Note 7, under Business Combination Marketing Agreement, for additional related party transactions.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (as defined below) (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the Initial Public Offering, 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 demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company engaged the representative of the underwriters and Moelis & Company LLC, an affiliate of the Sponsor, in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the representative of the underwriters and Moelis & Company LLC a cash fee for such services upon the consummation of the Business Combination of 2.25% ($7,762,500) and 1.25% ($4,312,500), respectively, or 3.5% ($12,075,000), in the aggregate, of the gross proceeds of the Initial Public Offering including the gross proceeds from the full or partial exercise of the underwriters’ over-allotment option. A portion of such fee may be re-allocated or paid to members of Financial Industry Regulatory Authority (FINRA) that assist the Company in consummating its Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. No Working Capital Loans were outstanding as of September 30, 2021 and December 31, 2020.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2021
WARRANTS
WARRANTS	NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the 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 commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At September 30, 2021, there were 8,625,000 Public Warrants and 5,933,333 Private Placement Warrants outstanding. There were no warrants outstanding at December 31, 2020. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 9. STOCKHOLDERS’ EQUITY Preferred stock Class A common stock issued outstanding Class B common stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ ​ ​ Money Market investments ​ $ 345,070,631 ​ $ 345,070,631 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability – Public Warrants ​ $ 7,331,250 ​ $ 7,331,250 ​ $ — ​ $ — Warrant liability – Private Placement Warrants ​ $ 5,043,333 ​ $ — ​ $ — ​ $ 5,043,333 ​ 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 under the ticker ACII WS. The quoted price of the Public Warrants was $0.85 per warrant as of September 30, 2021. 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 yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/form Levels 1 2 are recognized at reporting The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: ​ ​ ​ ​ ​ ​ ​ At February 8, ​ ​ 2021 (Initial ​ ​ ​ Measurement) ​ Stock price $ 10.00 Strike price $ 11.50 Probability of completing a Business Combination ​ 86.0 % Expected life of the option to convert (in years) ​ 6.1 Volatility ​ 6.0% pre-merger / Risk-free rate ​ 0.7 % Fair value of warrants $ 1.52 ​ The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of February 8, ​ ​ ​ As of September 30, 2021 (Initial ​ ​ 2021 Measurement) Stock price ​ $ 9.76 ​ $ 10.00 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Probability of completing a Business Combination ​ * ​ ​ 86.0 % Dividend yield ​ ​ — % ​ — % Remaining term (in years) ​ 5.6 ​ ​ 6.1 ​ Volatility 13.6 % ​ 22.0 % Risk-free rate ​ ​ 1.1 % ​ 0.7 % Fair value of warrants ​ $ 0.85 ​ $ 1.52 ​ ​ *The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: ​ ​ ​ ​ ​ Fair value as of December 31, 2020 ​ $ — Initial measurement at February 8, 2021 ​ 22,128,670 Transfer of Public Warrants to Level 1 measurement ​ ​ (7,331,250) Change in fair value ​ ​ (9,635,416) Fair value as of March 31, 2021 ​ ​ 5,162,004 Change in fair value ​ ​ 1,839,333 Fair value as of June 30, 2021 ​ ​ 7,001,337 Change in fair value ​ (1,958,004) Fair value as of September 30, 2021 ​ $ 5,043,333 ​ The Company recognized gains in connection with changes in the fair value of the Public Warrants and Private Placement Warrants of $4,545,504 and $9,754,087 within change in fair value of warrant liabilities in the Condensed Statements of Operations during the three and nine months ended September 30, 2021, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 26, 2021. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Reclassification	Reclassification Certain amounts in the prior period statement of stockholders’ equity have been reclassified to conform to the current period presentation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 34,500,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (13,110,000) Issuance costs allocated to Class A common stock ​ (7,053,627) Plus: ​ Accretion of carrying value to redemption value ​ 20,163,627 Class A common stock subject to possible redemption ​ $ 345,000,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering
Warrant liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the initial and subsequent fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model. The subsequent measurement of the fair value of the Public Warrants was measured using quoted market prices (see Note 10).
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. As the Class A shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net income per share. As a result, the calculated net income per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,558,333 shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2021 2021 ​ Class A Class B Class A ​ Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 3,397,896 ​ $ 849,474 ​ $ 6,637,190 ​ $ 1,899,775 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 29,571,429 ​ ​ 8,464,286 Basic and diluted net income per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.22 ​ $ 0.22
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

REVISION OF PREVIOUSLY ISSUED_2

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Summarizes the effect of the correction on each financial statement line item	The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Revised Balance Sheet (unaudited) ​ ​ ​ Class A common stock subject to possible redemption ​ $ 324,148,700 ​ $ 7,741,300 ​ $ 331,890,000 Allocation of underwriter's discounts, offering costs and deferred fees to Class A common stock ​ — ​ (7,053,627) ​ (7,053,627) Immediate accretion to redemption value ​ — ​ 20,163,627 ​ 20,163,627 Total Class A common stock subject to possible redemption ​ $ 324,148,700 ​ $ 20,851,300 ​ $ 345,000,000 Class A common stock ​ $ 209 ​ $ (209) ​ $ — Additional paid-in capital ​ $ 4,771,212 ​ $ (4,771,212) ​ $ — Retained earnings (accumulated deficit) ​ $ 227,717 ​ $ (16,079,879) ​ $ (15,852,162) Total stockholders' equity (deficit) ​ $ 5,000,001 ​ $ (20,851,300) ​ $ (15,851,299) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Revised Balance Sheet (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 328,919,960 ​ $ 2,970,040 ​ $ 331,890,000 Allocation of underwriter's discounts, offering costs and deferred fees to Class A common stock ​ — ​ (7,053,627) ​ (7,053,627) Immediate accretion to redemption value ​ — ​ 20,163,627 ​ 20,163,627 Total Class A common stock subject to possible redemption ​ $ 328,919,960 ​ $ 16,080,040 ​ $ 345,000,000 Class A common stock ​ $ 161 ​ $ (161) ​ $ — Retained earnings (accumulated deficit) ​ $ 4,998,979 ​ $ (16,079,879) ​ $ (11,080,900) Total stockholders' equity (deficit) ​ $ 5,000,003 ​ $ (16,080,040) ​ $ (11,080,037) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 8, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Revised Balance Sheet (audited) ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 319,448,300 ​ $ 12,441,700 ​ $ 331,890,000 Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares ​ — ​ (7,053,627) ​ (7,053,627) Immediate accretion to redemption value ​ — ​ 20,163,627 ​ 20,163,627 Total Class A common stock subject to possible redemption ​ $ 319,448,300 ​ $ 25,551,700 ​ $ 345,000,000 Class A common stock ​ $ 255 ​ $ (255) ​ $ — Additional paid-in capital ​ $ 5,411,955 ​ $ (5,411,955) ​ $ — Accumulated deficit ​ $ (413,069) ​ $ (20,139,490) ​ $ (20,552,559) Total stockholders' equity (deficit) ​ $ 5,000,004 ​ $ (25,551,700) ​ $ (20,551,696)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of Class A common stock reflected on the balance sheet	As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (13,110,000) Issuance costs allocated to Class A common stock ​ (7,053,627) Plus: ​ Accretion of carrying value to redemption value ​ 20,163,627 Class A common stock subject to possible redemption ​ $ 345,000,000
Reconciliation of Net Income per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2021 2021 ​ Class A Class B Class A ​ Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 3,397,896 ​ $ 849,474 ​ $ 6,637,190 ​ $ 1,899,775 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 29,571,429 ​ ​ 8,464,286 Basic and diluted net income per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.22 ​ $ 0.22

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of financial assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s financial 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account: ​ ​ ​ ​ ​ ​ Money Market investments ​ $ 345,070,631 ​ $ 345,070,631 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant liability – Public Warrants ​ $ 7,331,250 ​ $ 7,331,250 ​ $ — ​ $ — Warrant liability – Private Placement Warrants ​ $ 5,043,333 ​ $ — ​ $ — ​ $ 5,043,333
Schedule of significant inputs to the Monte Carlo Simulation and Modified Black Scholes model for the fair value	The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: ​ ​ ​ ​ ​ ​ ​ At February 8, ​ ​ 2021 (Initial ​ ​ ​ Measurement) ​ Stock price $ 10.00 Strike price $ 11.50 Probability of completing a Business Combination ​ 86.0 % Expected life of the option to convert (in years) ​ 6.1 Volatility ​ 6.0% pre-merger / Risk-free rate ​ 0.7 % Fair value of warrants $ 1.52 The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of February 8, ​ ​ ​ As of September 30, 2021 (Initial ​ ​ 2021 Measurement) Stock price ​ $ 9.76 ​ $ 10.00 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Probability of completing a Business Combination ​ * ​ ​ 86.0 % Dividend yield ​ ​ — % ​ — % Remaining term (in years) ​ 5.6 ​ ​ 6.1 ​ Volatility 13.6 % ​ 22.0 % Risk-free rate ​ ​ 1.1 % ​ 0.7 % Fair value of warrants ​ $ 0.85 ​ $ 1.52 ​ ​ *The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.
Schedule of changes in the fair value of warrant liabilities	The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: ​ ​ ​ ​ ​ Fair value as of December 31, 2020 ​ $ — Initial measurement at February 8, 2021 ​ 22,128,670 Transfer of Public Warrants to Level 1 measurement ​ ​ (7,331,250) Change in fair value ​ ​ (9,635,416) Fair value as of March 31, 2021 ​ ​ 5,162,004 Change in fair value ​ ​ 1,839,333 Fair value as of June 30, 2021 ​ ​ 7,001,337 Change in fair value ​ (1,958,004) Fair value as of September 30, 2021 ​ $ 5,043,333

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)	Feb. 08, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Other offering costs	$ 289,922
Cash held outside the Trust Account		$ 254,152
Condition for future business combination number of businesses minimum		1
Percentage of fair market value		80.00%
Outstanding voting securities		50.00%
Redeem public shares, percentage		100.00%
Interest to pay dissolution expenses		$ 100,000
Net tangible assets		$ 5,000,001
Maximum period to complete business combination from closing date of ipo		24 months
Threshold business days for redemption of public shares		10 days
Working capital		$ 700,023
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	34,500,000
Shares Issued, Price Per Share | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 345,000,000
Amount of net proceed from sale of units	345,000,000
Transaction Costs	7,343,549
Underwriting fees	6,900,000
Other offering costs	$ 443,549

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	Feb. 08, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets				$ 5,000,001
Balance Sheet
Class A common stock subject to possible redemption	$ 331,890,000	$ 331,890,000	$ 331,890,000
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares	(7,053,627)	(7,053,627)	(7,053,627)
Immediate accretion to redemption value	20,163,627	20,163,627	20,163,627
Total Class A common stock subject to possible redemption	345,000,000	345,000,000	345,000,000	345,000,000
Additional paid-in capital					$ 24,137
Retained earnings (accumulated deficit)	(20,552,559)	(11,080,900)	(15,852,162)	(11,604,792)	(2,267)
Total stockholders' equity (deficit)	(20,551,696)	(11,080,037)	(15,851,299)	$ (11,603,929)	$ 22,733
As Previously Reported
Balance Sheet
Class A common stock subject to possible redemption	319,448,300	328,919,960	324,148,700
Total Class A common stock subject to possible redemption	319,448,300	328,919,960	324,148,700
Class A common stock	255	161	209
Additional paid-in capital	5,411,955		4,771,212
Retained earnings (accumulated deficit)	(413,069)	4,998,979	227,717
Total stockholders' equity (deficit)	5,000,004	5,000,003	5,000,001
Adjustment
Balance Sheet
Class A common stock subject to possible redemption	12,441,700	2,970,040	7,741,300
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares	(7,053,627)	(7,053,627)	(7,053,627)
Immediate accretion to redemption value	20,163,627	20,163,627	20,163,627
Total Class A common stock subject to possible redemption	25,551,700	16,080,040	20,851,300
Class A common stock	(255)	(161)	(209)
Additional paid-in capital	(5,411,955)		(4,771,212)
Retained earnings (accumulated deficit)	(20,139,490)	(16,079,879)	(16,079,879)
Total stockholders' equity (deficit)	$ (25,551,700)	$ (16,080,040)	$ (20,851,300)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Feb. 08, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash equivalents		$ 0	$ 0
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0
Purchase of aggregate shares		14,558,333
Other offering costs	$ 289,922
Federal depository insurance coverage		$ 250,000
Class A Common Stock
Other offering costs	$ 7,053,627
Initial Public Offering
Sale of Units, net of underwriting discounts (in shares)	34,500,000
Transaction Costs	$ 7,343,549
Underwriting fees	6,900,000
Other offering costs	$ 443,549
Initial Public Offering | Class A Common Stock
Sale of Units, net of underwriting discounts (in shares)		34,500,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Subject to Possible Redemption (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Feb. 08, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 345,000,000
Proceeds allocated to Public Warrants		(13,110,000)
Issuance costs allocated to Class A common stock		(7,053,627)
Accretion of carrying value to redemption value	$ 20,163,627	20,163,627
Class A common stock subject to possible redemption	$ 345,000,000	$ 345,000,000	$ 345,000,000	$ 345,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income Per Share of Common Stock (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Denominator:
Basic and diluted weighted average shares outstanding	43,125,000	38,035,715
Basic and diluted net income per share of common stock	$ 0.10	$ 0.22
Class A Common Stock
Numerator:
Net income	$ 3,397,896	$ 6,637,190
Denominator:
Basic and diluted weighted average shares outstanding	34,500,000	29,571,429
Basic and diluted net income per share of common stock	$ 0.10	$ 0.22
Class B Common Stock
Numerator:
Net income	$ 849,474	$ 1,899,775
Denominator:
Basic and diluted weighted average shares outstanding	8,625,000	8,464,286
Basic and diluted net income per share of common stock	$ 0.10	$ 0.22

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Feb. 08, 2021	Sep. 30, 2021	Dec. 31, 2020
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	34,500,000
Shares issued price per share	$ 10
Proceeds from issuance initial public offering	$ 345,000,000
Number of warrants in a unit	0.25
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)		$ 0.0001	$ 0.0001
Class A Common Stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		34,500,000
Number of shares in a unit	1
Common shares, par value, (per share)	$ 0.0001
Class A Common Stock | Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Share Price	$ 9.20
Loss on sale of private placement warrants | $	$ (118,670)
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants sold | shares	5,933,333
Warrants per share price	$ 1.50
Amount of gross proceeds from sale of warrants | $	$ 8,900,000
Class A Common Stock | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of common stock purchased by exercisable of each warrants | shares	1
Share Price	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Sponsor - Class B Common Stock	Dec. 23, 2020USD ($)D$ / sharesshares	Feb. 28, 2021shares
Related Party Transaction [Line Items]
Shares issued	7,187,500
Net proceeds from the sale of stock | $	$ 25,000
Stock dividend per share		0.2
Shares subject to forfeiture		1,125,000
Aggregate number of shares owned		8,625,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 29, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party		$ 300,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Outstanding balance of related party note			$ 300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		10,000
Expenses incurred and paid	$ 30,000	$ 80,000

COMMITMENTS (Details)

COMMITMENTS (Details)	9 Months Ended
	Sep. 30, 2021USD ($)item$ / shares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities | item	3
Working capital loans	$ 1,500,000
Working capital loans outstanding	$ 0
Moelis & Company LlC
Loss Contingencies [Line Items]
Warrants per share price | $ / shares	$ 1.50
Business combination, description	The Company will pay the representative of the underwriters and Moelis & Company LLC a cash fee for such services upon the consummation of the Business Combination of 2.25% ($7,762,500) and 1.25% ($4,312,500), respectively, or 3.5% ($12,075,000), in the aggregate, of the gross proceeds of the Initial Public Offering including the gross proceeds from the full or partial exercise of the underwriters’ over-allotment option

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Sep. 30, 2021D$ / sharesshares	Dec. 31, 2020shares
Warrants exercisable term after the completion of a business combination	30 days
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Period of time within which registration statement is expected to become effective	60 days
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Warrants outstanding | shares		0
Share Price	$ 9.20
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)	180.00%
Minimum [Member]
Percentage of gross proceeds on total equity proceeds	60.00%
Initial Public Offering
Warrants and rights outstanding exercisable term from closing of public offering	12 months
Warrant redemption condition minimum share price	$ 18
Public Warrants
Warrants outstanding | shares	8,625,000
Private Placement
Warrants outstanding | shares	5,933,333
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights	$ 0.01
Redemption Period	30 days
Warrant redemption condition minimum share price	$ 18
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days | D	20
Threshold Number of Business Days Before Sending Notice of Redemption to Warrant Holders | D	3
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Consecutive Trading Days | D	30

STOCKHOLDERS' EQUITY - Preferre

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

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	34,500,000	0
Common shares, shares outstanding (in shares)	34,500,000	0
Issued and outstanding shares of public offering after transaction, percentage	20.00%
Class A Common Stock subject to possible redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	34,500,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	8,625,000	8,625,000
Common shares, shares outstanding (in shares)	8,625,000	8,625,000
Ratio to be applied to the stock in the conversion	1

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares	Sep. 30, 2021USD ($)$ / shares
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Change in fair value of warrant liabilities	$ 4,545,504	$ 9,754,087
Assets:
Money Market investments	345,070,631	345,070,631
Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	7,331,250	7,331,250
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	5,043,333	5,043,333
Level 1
Assets:
Money Market investments	345,070,631	345,070,631
Level 1 | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	$ 7,331,250	$ 7,331,250
Exercise price of warrant | $ / shares	$ 0.85	$ 0.85
Level 3 | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	$ 5,043,333	$ 5,043,333

FAIR VALUE MEASUREMENTS - Trans

FAIR VALUE MEASUREMENTS - Transfers (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
FAIR VALUE MEASUREMENTS
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0
Fair value assets transfers in to level 3	0
Fair value assets transfers out of level 3	$ 0

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring (Details)	Sep. 30, 2021Y$ / shares	Feb. 08, 2021$ / sharesY
Stock price | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		10
Stock price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.76	10
Strike price | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		11.50
Strike price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50
Probability of completing a Business Combination | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		86
Probability of completing a Business Combination | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		86
Expected life of the option to convert (in years) | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		6.1
Remaining term (in years) | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input | Y	5.6	6.1
Volatility | Public Warrants | Pre-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		6
Volatility | Public Warrants | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		25
Volatility | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	13.6	22
Risk-free rate | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		0.7
Risk-free rate | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.1	0.7
Fair value of warrants | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		1.52
Fair value of warrants | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.85	1.52

FAIR VALUE MEASUREMENTS - Fai_2

FAIR VALUE MEASUREMENTS - Fair Value of Warrant Liabilities (Details) - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
Fair value, Beginning Balance	$ 7,001,337	$ 5,162,004
Initial measurement at February 8, 2021			$ 22,128,670
Transfer of Public Warrants to Level 1 measurement			(7,331,250)
Change in fair value	(1,958,004)	1,839,333	(9,635,416)
Fair value, Ending Balance	$ 5,043,333	$ 7,001,337	$ 5,162,004