Accelerate Acquisition (AAQC) 10-Q/A 6 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Dec. 01, 2021
Document Information Line Items
Entity Registrant Name	ACCELERATE ACQUISITION CORP.
Trading Symbol	AAQC
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Accelerate Acquisition Corp., unless the context otherwise indicates.This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Accelerate Acquisition Corp. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 4, 2021.On March 22, 2021, the Company consummated its Initial Public Offering (“IPO”) of 40,000,000 shares of Class A common stock (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $400.0 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $11.0 million.On November 4, 2021, Accelerate Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Public Shares issued in the Company’s IPO on March 22, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Public Shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Public Shares included certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by restating all Public Shares as temporary equity. This resulted in an adjustment to the initial carrying value of the shares of Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Class A common stock. This also resulted in a restatement of earnings per share for the Affected Periods.In connection with the change in presentation for the shares of Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously filed financial statements in Note 2 to its Q3 Form 10-Q. Upon subsequent evaluation and discussion with the Company’s experts and advisors, both qualitative and quantitative factors supported a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was of a magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the shares of Class A common stock and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.Therefore, on December 1, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of March 22, 2021 (the "Post IPO Balance Sheet"); (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 26, 2021; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 3, 2021, and (iv) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 4, 2021 (collectively, the “Affected Periods”), should be restated to report all shares of Class A common stock as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods in this Form 10-Q/A.This restatement does not have any impact on its cash position and cash held in the trust account established in connection with the initial public offering.After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to this Quarterly Report on Form 10-Q/A.The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed reports should not be relied upon.The restatement is more fully described in Note 2 of the notes to the financial statements included herein.
Entity Central Index Key	0001838883
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40232
Entity Tax Identification Number	86-1209097
Entity Address, Address Line One	51 John F. Kennedy Parkway
Entity Address, City or Town	Short Hills
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07078
City Area Code	(973)
Local Phone Number	314-3060
Title of 12(b) Security	Class A common stock included as part of the units
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		40,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		10,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash		$ 1,170,560
Prepaid expenses		807,595
Total Current Assets		1,978,155
Deferred offering costs			30,000
Cash and investments held in Trust Account		400,021,043
TOTAL ASSETS		401,999,198	30,000
Current liabilities
Accounts payable and accrued expenses		314,214	1,000
Accrued offering costs			5,000
Total Current Liabilities		314,214	6,000
Deferred underwriting fee payable		14,000,000
Warrant liability		19,496,933
Total Liabilities		33,811,147	6,000
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value, 500,000,000 shares authorized; 40,000,000 and no shares at a redemption value of $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		400,000,000
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 and 11,500,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (1)	[1]	1,000	1,150
Additional paid-in capital			23,850
Accumulated deficit		(31,812,949)	(1,000)
Total Stockholders’ (Deficit) Equity		(31,811,949)	24,000
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY		$ 401,999,198	$ 30,000
[1]	At December 31, 2020, included up to 1,500,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Subject to possible redemption, Shares	40,000,000
Subject to possible redemption shares at a redemption value of per share (in Dollars per share)	$ 10	$ 10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption, Shares authorized	500,000,000	500,000,000
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	10,000,000	11,500,000
Common stock, shares outstanding	10,000,000	11,500,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Operating and formation costs	$ 285,524	$ 1,570,376
Loss from operations	(285,524)	(1,570,376)
Other income:
Interest earned on investments held in Trust Account	10,083	21,043
Change in fair value of warrants	6,143,067	2,203,067
Total other income	6,153,150	2,224,110
Net income	$ 5,867,626	$ 653,734
Weighted average shares outstanding, Class A common stock (in Shares)	40,000,000	28,235,294
Basic and diluted net income per share, Class A common stock (in Dollars per share)	$ 0.12	$ 0.02
Weighted average shares outstanding, Class B common stock (in Shares)	10,000,000	10,000,000
Basic and diluted net income per share, Class B common stock (in Dollars per share)	$ 0.12	$ 0.02

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)		Class BCommon Stock		Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 1,150	[1]	$ 23,850	$ (1,000)	$ 24,000
Balance (in Shares) at Dec. 31, 2020	[1]	11,500,000
Accretion for Class A Common Stock to redemption amount			[1]	(3,324,000)	(32,465,683)	(35,789,683)
Accretion for Class A Common Stock to redemption amount (in Shares)	[1]
Cash paid in excess of fair value for Private Placement Warrants			[1]	3,300,000		3,300,000
Cash paid in excess of fair value for Private Placement Warrants (in Shares)	[1]
Forfeiture of Founder Shares		$ (150)	[1]	150
Forfeiture of Founder Shares (in Shares)	[1]	(1,500,000)
Net income (loss)			[1]		6,719,798	6,719,798
Balance at Mar. 31, 2021		$ 1,000	[1]		(25,746,885)	(25,745,885)
Balance (in Shares) at Mar. 31, 2021	[1]	10,000,000
Net income (loss)			[1]		(11,933,690)	(11,933,690)
Balance at Jun. 30, 2021		$ 1,000	[1]		(37,680,575)	(37,679,575)
Balance (in Shares) at Jun. 30, 2021	[1]	10,000,000
Net income (loss)			[1]		5,867,626	5,867,626
Balance at Sep. 30, 2021		$ 1,000	[1]		$ (31,812,949)	$ (31,811,949)
Balance (in Shares) at Sep. 30, 2021	[1]	10,000,000
[1]	At December 31, 2020, included up to 1,500,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 653,734
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	(21,043)
Change in fair value of warrant liability	(2,203,067)
Transaction costs incurred in connection with IPO	801,198
Changes in operating assets and liabilities:
Prepaid expenses	(807,595)
Accounts Payable and Accrued expenses	313,214
Net cash used in operating activities	(1,263,559)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(400,000,000)
Net cash used in investing activities	(400,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	392,000,000
Proceeds from sale of Private Placement Warrants	11,000,000
Proceeds from promissory note – related party	148,311
Repayment of promissory note – related party	(148,311)
Payment of offering costs	(565,881)
Net cash provided by financing activities	402,434,119
Net Change in Cash	1,170,560
Cash – Beginning of period
Cash – End of period	1,170,560
Non-Cash investing and financing activities:
Deferred underwriting fee payable	14,000,000
Forfeiture of Founder Shares	$ (150)

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Accelerate Acquisition Corp. (the “Company”) was incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 30, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Accelerate Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,000,000, which is described in Note 5. Transaction costs amounted to $22,590,881, consisting of $8,000,000 in cash underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs. Following the closing of the Initial Public Offering on March 22, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. 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. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $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. If the Company seeks stockholder approval, the Company will only proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “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 transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction 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 and (b) 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 provide holders of shares of Class A common stock the right to have their shares redeemed 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 March 22, 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (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, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Following the filing of the Q3 Form 10-Q, the Company’s management re-evaluated the classification of its Public Shares and management determined it should restate its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly classified its Class A common stock subject to possible redemption. The Company previously classified the Class A common stock subject to possible redemption as temporary equity to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the temporary equity should include all shares of Class A common stock subject to possible redemption. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. This also resulted in a restatement of earnings per share for the Affected Periods. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculated to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rate in the income (loss) of the Company. The impact of the restatement on the Company’s financial statements is reflected in the following table. Amounts related to the Balance Sheet as of March 22, 2021 were previously restated in the Company’s Form 10-Q for the quarter ended March 31, 2021. As Previously Adjustment As Restated Balance Sheet as of March 22, 2021 Class A common stock subject to possible redemption $ 361,733,090 $ 38,266,910 $ 400,000,000 Class A common stock $ 383 $ (383 ) $ — Additional paid-in capital $ 5,800,844 $ (5,800,844 ) $ — Accumulated deficit $ (802,223 ) $ (32,465,683 ) $ (33,267,906 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (38,266,910 ) $ (33,266,906 ) Balance Sheet as of March 31, 2021 (Unaudited) Class A common stock subject to possible redemption $ 369,254,113 $ 30,745,887 $ 400,000,000 Class A common stock $ 307 $ (307 ) $ — Additional paid-in capital $ — $ — $ — Accumulated deficit $ 4,998,695 $ (30,745,580 ) $ (25,746,885 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (30,745,877 ) $ (25,745,885 ) Balance Sheet as of June 30, 2021 (Unaudited) Class A common stock subject to possible redemption $ 357,320,420 $ 42,679,580 $ 400,000,000 Class A common stock $ 427 $ (427 ) $ — Additional paid-in capital $ 10,213,470 $ (10,213,470 ) $ — Accumulated deficit $ (5,214,892 ) $ (32,465,683 ) $ (37,680,575 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (42,679,580 ) $ (37,679,575 ) Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding, Class A common stock 40,000,000 (36,000,000 ) 4,000,000 Basic and diluted net income per share, Class A common stock $ — $ 0.48 $ 0.48 Weighted average shares outstanding, Class B common stock 10,000,000 — 10,000,000 Basic and diluted net income per share, Class B common stock $ 0.67 $ (0.19 ) $ 0.48 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding, Class A common stock 40,000,000 — 40,000,000 Basic and diluted net loss per share, Class A common stock $ — $ (0.24 ) $ (0.24 ) Weighted average shares outstanding, Class B common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class B common stock $ (1.19 ) $ 0.95 $ (0.24 ) Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding, Class A common stock 40,000,000 $ (17,900,522 ) $ 22,099,448 Basic and diluted net loss per share, Class A common stock $ — (0.16 ) (0.16 ) Weighted average shares outstanding, Class B common stock 10,000,000 $ — $ 10,000,000 Basic and diluted net loss per share, Class B common stock $ (0.52 ) 0.36 (0.16 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 361,733,090 $ (361,733,090 ) $ — Change in value of Class A common stock subject to possible redemption $ 7,521,023 $ (7,521,023 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 361,733,090 $ (361,733,090 ) $ — Change in value of Class A common stock subject to possible redemption $ (4,412,670 ) $ 4,412,670 $ —

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 18, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between stockholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. On September 30, 2021, offering costs totaled $22,590,881 (consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs), of which $801,198 was charged to expense and $21,789,683 was charged to stockholders' equity. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (14,000,000 ) Class A common stock issuance costs (21,789,683 ) Plus: Accretion of carrying value to redemption value 35,789,683 Class A common stocks subject to possible redemption $ 400,000,000 Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Warrants were initially valued using a lattice model, specifically a bionomal lattice model incorporating the Cox-Ross-Rubenstein methodology. As of September 30, 2021, the fair value of the Private Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had a deferred tax asset of approximately $150,000, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s operating and formation costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs, change in warrant valuation, transaction costs, and valuation allowance (discussed above) which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimus as of September 30, 2021. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,666,666 Class A common stocks in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 4,694,101 $ 1,173,525 $ 482,758 $ 170,977 Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 28,235,294 10,000,000 Basic and diluted net income per common stock $ 0.12 $ 0.12 $ 0.02 $ 0.02 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2021
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $400,000,000. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,333,333 Private Placement Warrants, at a price of $1.50 per warrant, or $11,000,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On December 31, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). The Sponsor subsequently transferred 30,000 Founder Shares to each of the independent directors and 20,000 Founder Shares to each advisor, for $0.003 per share. On January 20, 2021, the Company effected a stock dividend of 1,437,500 shares, and on March 1, 2021, the Company effected a stock dividend of 1,437,500 shares, resulting in there being an aggregate of 11,500,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,500,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ option not to exercise its over-allotment option, 1,500,000 shares were forfeited. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 22, 2021, pursuant to which the Company will pay a monthly fee of $10,000 to the Sponsor for administrative services including office space, utilities and secretarial support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $60,000 in fees for these services, respectively. Promissory Note — Related Party On December 31, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. Accelerate Acquisition Corp. no longer borrows on this facility. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021 or the consummation of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was no outstanding under the Promissory Note. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. 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. 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. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Registration and Stockholder Rights Pursuant to a registration and stockholder rights agreement entered into on March 17, 2021, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by these holders is 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear certain expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 6,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election not to exercise their over-allotment, 6,000,000 Units are no longer available for purchase. The underwriters are entitled to a deferred fee of $0.35 per Unit sold in the Initial Public Offering, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — In January 2021, the Sponsor transferred 30,000 shares of Class B common stock to each of the Company’s independent directors and 20,000 shares of Class B common stock to each of the Company’s advisors. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time 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 excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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 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 our Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of our Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (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 our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $400,021,043 in money market funds which are invested primarily in U.S. Treasury Securities. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 400,021,043 Liabilities: Warrant Liability – Public Warrants 1 12,578,666 Warrant Liability – Private Placement Warrants 2 6,918,267 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying September 30, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of September 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the implied volatility of the Public Warrants. As of September 30, 2021, the fair value of the Private Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, as such are listed as a Level 2 in the hierarchy table above. The change in fair value is recognized in the condensed statement of operations. Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 22 nd 7,700,000 14,000,000 21,700,000 Change in fair value (781,733 ) (1,421,334 ) (2,203,067 ) Fair value as of September 30, 2021 $ 6,918,267 $ 12,578,666 $ 19,496,933 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the three and nine months ended September 30, 2021 was $6,918,267 as presented in the table below. Private Placement Warrant Liabilities Fair value as of January 1, 2021 $ — Initial measurement on March 22 nd 7,700,000 Change in fair value 781,733 Transfer to Level 2 (6,918,267 ) Fair value as of September 30, 2021 $ —

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited 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 financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 18, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between stockholders’ equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. On September 30, 2021, offering costs totaled $22,590,881 (consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs), of which $801,198 was charged to expense and $21,789,683 was charged to stockholders' equity.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (14,000,000 ) Class A common stock issuance costs (21,789,683 ) Plus: Accretion of carrying value to redemption value 35,789,683 Class A common stocks subject to possible redemption $ 400,000,000
Warrant Liability	Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Warrants were initially valued using a lattice model, specifically a bionomal lattice model incorporating the Cox-Ross-Rubenstein methodology. As of September 30, 2021, the fair value of the Private Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had a deferred tax asset of approximately $150,000, which had a full valuation allowance recorded against it. The Company’s deferred tax assets were deemed to be de minimis as of December 31, 2020. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s operating and formation costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three and nine months ended September 30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs, change in warrant valuation, transaction costs, and valuation allowance (discussed above) which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimus as of September 30, 2021.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,666,666 Class A common stocks in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 4,694,101 $ 1,173,525 $ 482,758 $ 170,977 Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 28,235,294 10,000,000 Basic and diluted net income per common stock $ 0.12 $ 0.12 $ 0.02 $ 0.02
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of impact of the restatement on the company’s financial statements	As Previously Adjustment As Restated Balance Sheet as of March 22, 2021 Class A common stock subject to possible redemption $ 361,733,090 $ 38,266,910 $ 400,000,000 Class A common stock $ 383 $ (383 ) $ — Additional paid-in capital $ 5,800,844 $ (5,800,844 ) $ — Accumulated deficit $ (802,223 ) $ (32,465,683 ) $ (33,267,906 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (38,266,910 ) $ (33,266,906 ) Balance Sheet as of March 31, 2021 (Unaudited) Class A common stock subject to possible redemption $ 369,254,113 $ 30,745,887 $ 400,000,000 Class A common stock $ 307 $ (307 ) $ — Additional paid-in capital $ — $ — $ — Accumulated deficit $ 4,998,695 $ (30,745,580 ) $ (25,746,885 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (30,745,877 ) $ (25,745,885 ) Balance Sheet as of June 30, 2021 (Unaudited) Class A common stock subject to possible redemption $ 357,320,420 $ 42,679,580 $ 400,000,000 Class A common stock $ 427 $ (427 ) $ — Additional paid-in capital $ 10,213,470 $ (10,213,470 ) $ — Accumulated deficit $ (5,214,892 ) $ (32,465,683 ) $ (37,680,575 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (42,679,580 ) $ (37,679,575 ) Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding, Class A common stock 40,000,000 (36,000,000 ) 4,000,000 Basic and diluted net income per share, Class A common stock $ — $ 0.48 $ 0.48 Weighted average shares outstanding, Class B common stock 10,000,000 — 10,000,000 Basic and diluted net income per share, Class B common stock $ 0.67 $ (0.19 ) $ 0.48 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding, Class A common stock 40,000,000 — 40,000,000 Basic and diluted net loss per share, Class A common stock $ — $ (0.24 ) $ (0.24 ) Weighted average shares outstanding, Class B common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class B common stock $ (1.19 ) $ 0.95 $ (0.24 ) Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding, Class A common stock 40,000,000 $ (17,900,522 ) $ 22,099,448 Basic and diluted net loss per share, Class A common stock $ — (0.16 ) (0.16 ) Weighted average shares outstanding, Class B common stock 10,000,000 $ — $ 10,000,000 Basic and diluted net loss per share, Class B common stock $ (0.52 ) 0.36 (0.16 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 361,733,090 $ (361,733,090 ) $ — Change in value of Class A common stock subject to possible redemption $ 7,521,023 $ (7,521,023 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 361,733,090 $ (361,733,090 ) $ — Change in value of Class A common stock subject to possible redemption $ (4,412,670 ) $ 4,412,670 $ —

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Class A common stocks reflected in the condensed balance sheets	Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (14,000,000 ) Class A common stock issuance costs (21,789,683 ) Plus: Accretion of carrying value to redemption value 35,789,683 Class A common stocks subject to possible redemption $ 400,000,000
Schedule of the following table reflects the calculation of basic and diluted net income per common stock	Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 4,694,101 $ 1,173,525 $ 482,758 $ 170,977 Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 28,235,294 10,000,000 Basic and diluted net income per common stock $ 0.12 $ 0.12 $ 0.02 $ 0.02

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis	Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 400,021,043 Liabilities: Warrant Liability – Public Warrants 1 12,578,666 Warrant Liability – Private Placement Warrants 2 6,918,267
Schedule of private placement warrants	Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 22 nd 7,700,000 14,000,000 21,700,000 Change in fair value (781,733 ) (1,421,334 ) (2,203,067 ) Fair value as of September 30, 2021 $ 6,918,267 $ 12,578,666 $ 19,496,933 Private Placement Warrant Liabilities Fair value as of January 1, 2021 $ — Initial measurement on March 22 nd 7,700,000 Change in fair value 781,733 Transfer to Level 2 (6,918,267 ) Fair value as of September 30, 2021 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 22, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)	40,000,000
Per unit price (in Dollars per share)	$ 10
Underwriting fees		$ 8,000,000
Deferred underwriting fees		14,000,000
Other offering costs		$ 590,881
Trust account, percentage		80.00%
Public per share (in Dollars per share)		$ 10
Public shares percentage		15.00%
Business combination redemption percentage		100.00%
Dissolution expenses		$ 100,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)		$ 10
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs		$ 22,590,881
Business combination acquires voting securities, percentage		50.00%
Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 11,000,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Per unit price (in Dollars per share)		$ 10
Gross proceeds	$ 400,000,000
Units in shares (in Shares)		40,000,000
Per unit price (in Dollars per share)	$ 10
Net proceeds	$ 400,000,000
Share price (in Dollars per share)		$ 10
Initial Public Offering [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)		7,333,333
Per unit price (in Dollars per share)		$ 1.5

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net tangile assests | $	$ 5,000,001
Common Class A [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Redemption value per share | $ / shares	$ 10

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement on the company’s financial statements - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Mar. 22, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 357,320,420	$ 369,254,113	$ 357,320,420	$ 361,733,090
Class A common stock	427	307	427	383
Additional paid-in capital	10,213,470		10,213,470	5,800,844
Accumulated deficit	(5,214,892)	4,998,695	(5,214,892)	(802,223)
Total Stockholders’ Equity (Deficit)	$ 5,000,005	$ 5,000,002	$ 5,000,005	5,000,004
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A common stock (in Shares)	40,000,000	40,000,000	40,000,000
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share)
Weighted average shares outstanding, Class B common stock (in Shares)	10,000,000	10,000,000	10,000,000
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share)	$ (1.19)	$ 0.67	$ (0.52)
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption		$ 361,733,090	$ 361,733,090
Change in value of Class A common stock subject to possible redemption		7,521,023	(4,412,670)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 42,679,580	30,745,887	42,679,580	38,266,910
Class A common stock	(427)	(307)	(427)	(383)
Additional paid-in capital	(10,213,470)		(10,213,470)	(5,800,844)
Accumulated deficit	(32,465,683)	(30,745,580)	(32,465,683)	(32,465,683)
Total Stockholders’ Equity (Deficit)	$ (42,679,580)	$ (30,745,877)	$ (42,679,580)	(38,266,910)
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A common stock (in Shares)		(36,000,000)	(17,900,522)
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share)	$ (0.24)	$ 0.48	$ (0.16)
Weighted average shares outstanding, Class B common stock (in Shares)
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share)	$ 0.95	$ (0.19)	$ 0.36
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption		$ (361,733,090)	$ (361,733,090)
Change in value of Class A common stock subject to possible redemption		(7,521,023)	4,412,670
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 400,000,000	400,000,000	400,000,000	400,000,000
Class A common stock
Additional paid-in capital
Accumulated deficit	(37,680,575)	(25,746,885)	(37,680,575)	(33,267,906)
Total Stockholders’ Equity (Deficit)	$ (37,679,575)	$ (25,745,885)	$ (37,679,575)	$ (33,266,906)
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A common stock (in Shares)	40,000,000	4,000,000	22,099,448
Basic and diluted net income (loss) per share, Class A common stock (in Dollars per share)	$ (0.24)	$ 0.48	$ (0.16)
Weighted average shares outstanding, Class B common stock (in Shares)	10,000,000	10,000,000	10,000,000
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share)	$ (0.24)	$ 0.48	$ (0.16)
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of Class A common stock subject to possible redemption
Change in value of Class A common stock subject to possible redemption

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 30,000
Underwriting fees		8,000,000
Deferred underwriting fees		14,000,000
Other offering costs	590,881	590,881
Charged to expense		801,198
Charged to temporary equity		21,789,683
Deferred tax asset	$ 150,000	$ 150,000
Effective tax rate	0.00%	0.00%
Federal depository insurance corporation coverage limit		$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 22,590,881	$ 22,590,881
Class A Common Stock [Member] | Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Private placement purchase shares (in Shares)		20,666,666

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A common stocks reflected in the condensed balance sheets - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Schedule of Class A common stocks reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 400,000,000
Less:
Proceeds allocated to Public Warrants	(14,000,000)
Class A common stock issuance costs	(21,789,683)
Plus:
Accretion of carrying value to redemption value	35,789,683
Class A common stocks subject to possible redemption	$ 400,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of the following table reflects the calculation of basic and diluted net income per common stock - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Common Class A [Member]
Numerator:
Allocation of net income, as adjusted	$ 4,694,101	$ 482,758
Denominator:
Basic and diluted weighted average shares outstanding	40,000,000	28,235,294
Basic and diluted net income per common stock	$ 0.12	$ 0.02
Common Class B [Member]
Numerator:
Allocation of net income, as adjusted	$ 1,173,525	$ 170,977
Denominator:
Basic and diluted weighted average shares outstanding	10,000,000	10,000,000
Basic and diluted net income per common stock	$ 0.12	$ 0.02

Public Offering (Details)

Public Offering (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Mar. 22, 2021
Public Offering (Details) [Line Items]
Shares issued, price per share		$ 10
Description of transaction	Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Number of units issued in transaction	40,000,000
Shares issued, price per share	$ 10
Gross proceeds	$ 400,000,000

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement [Member] | Sponsors [Member]
Private Placement (Details) [Line Items]
Aggregate shares purchased (in Shares) | shares	7,333,333
Shares issued per share	$ 1.5
Aggregate gross proceeds (in Dollars) | $	$ 11,000,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Shares issued per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Mar. 01, 2021	Dec. 31, 2020	Mar. 22, 2021	Jan. 20, 2021	Sep. 30, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Stock issued during period value stock dividend	1,437,500			1,437,500
Maximum shares subject to forfeited (in Shares)	1,500,000
Forfeiture of founder shares	1,500,000
Office fee (in Dollars)			$ 10,000
Incurred fees (in Dollars)					$ 30,000	$ 60,000
Working capital (in Dollars)						$ 1,500,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination share price (in Dollars per share)					$ 1.5	$ 1.5
Unsecured Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars)		$ 300,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of sponsor shares		30,000
Fonder Shares		20,000
Price per share (in Dollars per share)		$ 0.003
Aggregate of founder shares outstanding	11,500,000
Shareholder outstanding shares percentage	20.00%
Related party transaction, description						The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Offering costs		8,625,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of founder shares (in Dollars)		$ 25,000

Commitments (Details)

Commitments (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Commitments (Details) [Line Items]
Outstanding percentage	20.00%
Deferred fee per unit (in Dollars per share) | $ / shares	$ 0.35
Initial Public Offering [Member]
Commitments (Details) [Line Items]
Additional units	6,000,000
Aggregate deferred fee (in Dollars) | $	$ 14,000,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional units	6,000,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Conversion basis percentage		20.00%
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		500,000,000
Common stock par value (in Dollars)		$ 0.0001
Common stock, shares outstanding		40,000,000
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares outstanding		10,000,000
Common stock, shares authorized		50,000,000	50,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		10,000,000
Common Stock, Shares, Outstanding		10,000,000	11,500,000
Subject to forfeiture shares			1,500,000
Common stock were forfeited		1,500,000
Shares transferred	20,000
Class B Common Stock [Member] | Directors [Member]
Stockholders’ Equity (Details) [Line Items]
Shares transferred	30,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Warrants (Details) [Line Items]
Public warrants outstanding | shares	13,333,333
Redemption of warrants scenario one description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and   ●if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).  If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants scenario two description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;   ●at $0.10 per warrant;   ●upon a minimum of 30 days’ prior written notice of redemption;   ●if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and  ●if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination effective issue price per share	$ 1.5
Total equity proceeds, percentage	60.00%
Minimum [Member]
Warrants (Details) [Line Items]
Market value newly issued price, per share percentage	100.00%
Redemption trigger price per share	$ 10
Maximum [Member]
Warrants (Details) [Line Items]
Market value newly issued price, per share percentage	180.00%
Redemption trigger price per share	$ 18
Warrant [Member]
Warrants (Details) [Line Items]
Market value per share	$ 9.2
Market value newly issued price, per share percentage	115.00%
Class A Common Stock [Member] | Business Combination [Member]
Warrants (Details) [Line Items]
Business combination effective issue price per share	$ 9.2

Fair Value Measurements (Detail

Fair Value Measurements (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Assets held in trust account	$ 400,021,043	$ 400,021,043
Private Placement [Member]
Fair Value Measurements (Details) [Line Items]
Estimated value transferred	$ 6,918,267	$ 6,918,267

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis	9 Months Ended
	Sep. 30, 2021USD ($)
Level 1 [Member]
Assets:
Investments held in Trust Account	$ 400,021,043
Liabilities:
Warrant Liability	12,578,666
Level 2 [Member]
Liabilities:
Warrant Liability	$ 6,918,267

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of private placement warrants - USD ($)	3 Months Ended	9 Months Ended
	Mar. 22, 2021	Sep. 30, 2021
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of private placement warrants [Line Items]
Fair value as of begining balance
Initial measurement on March 22nd, 2021	7,700,000
Change in fair value		(781,733)
Fair value as of ending balance		6,918,267
Public [Member]
Fair Value Measurements (Details) - Schedule of private placement warrants [Line Items]
Fair value as of begining balance
Initial measurement on March 22nd, 2021	14,000,000
Change in fair value		(1,421,334)
Fair value as of ending balance		12,578,666
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of private placement warrants [Line Items]
Fair value as of begining balance
Initial measurement on March 22nd, 2021	21,700,000
Change in fair value		(2,203,067)
Fair value as of ending balance		19,496,933
Private Placement Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of private placement warrants [Line Items]
Fair value as of begining balance
Initial measurement on March 22nd, 2021	$ 7,700,000
Change in fair value		781,733
Transfer to Level 2		(6,918,267)
Fair value as of ending balance