M3-Brigade Acquisition II (MBAC) 10-Q/A 23 May 22 2021 Q2 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 19, 2021
Document Information Line Items
Entity Registrant Name	M3-Brigade Acquisition II Corp.
Trading Symbol	MBAC
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	M3-Brigade Acquisition Corp. II (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to the Current Report on Form 10-Q, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2021 (the “Original Filing”).Management has determined that the over-allotment option granted to the underwriters is considered to be a freestanding financial instrument and meets the definition of a liability under ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging “ (ASC 815). The determination was based on the understanding that the over-allotment option may be exercised subsequent to the transfer of the securities from the underwriters to the investors and that the option should be detached from the initial securities before it is exercised. The over-allotment option liability is measured at fair value at inception and subsequently until it is exercised or expires, with changes in fair value presented in the statement of operations. On April 17, 2021, the underwriters forfeited the option to purchase up to an additional 6,000,000 units when it expired without being exercised. The over-allotment liability was extinguished upon the forfeiture of the unexercised option. In addition, Management has determined that approximately $1.5 million in professional fees relating to the now-terminated merger agreement with Syniverse Corporation was not properly reflected as accrued expenses in the Original Filing. The liability associated with such professional fees was extinguished without payment upon termination of such merger agreement on February 9, 2021.Except as described above, this Amendment does not amend, update, or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amendment speaks only as of the date the Original Filing was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.
Entity Central Index Key	0001839175
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
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	001-40162
Entity Tax Identification Number	86-1359752
Entity Address, Address Line One	1700 Broadway
Entity Address, Address Line Two	19th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	202-2200
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 ($)		Jun. 30, 2021	Dec. 31, 2020
Current Assets:
Cash		$ 1,511,407
Prepaid expenses		853,573
Total current assets		2,364,980
Cash and marketable securities held in Trust Account		400,020,665
Deferred offering costs			25,000
Total Assets		402,385,645	25,000
Current liabilities:
Accounts payable and accrued expenses		1,520,759
Taxes payable		2,250
Total current liabilities		1,523,009
Warrant liability		28,513,040
Deferred underwriters’ discount		14,000,000
Total liabilities		44,036,049
Commitments and contingencies (See Note 7)
Class A Common Stock subject to possible redemption, $0.0001 par value; 450,000,000 shares authorized 40,000,000 and 0 shares at redemption value, respectively		400,000,000
Stockholders’ Equity (Deficit):
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 11,150,000 shares issued and outstanding, respectively(1)	[1]	1,000	1,150
Additional paid-in capital			23,850
Retained earnings		(41,651,404)
Total stockholders’ equity (deficit)		(41,650,404)	25,000
Total Liabilities and stockholders’ equity (deficit)		$ 402,385,645	$ 25,000
[1]	This number includes up to 1,500,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 6). Such shares were forfeited in the quarter ended June 30, 2021.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorized	450,000,000	450,000,000
Common stock subject to possible redemption value	40,000,000	0
Preference stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference stock, shares authorized	1,000,000	1,000,000
Preference stock, shares issued
Preference stock, shares outstanding
Class B Common Stock
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	10,000,000	11,150,000
Common shares, shares outstanding	10,000,000	11,150,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended	6 Months Ended
		Jun. 30, 2021	Jun. 30, 2021
Formation and operating costs		$ 180,557	$ 226,874
Merger related costs		1,500,000	1,500,000
Loss from operations		(1,680,557)	(1,726,874)
Other income/(expense)
Change in fair value of derivative liability		3,221,432	3,820,577
Excess fair value of private placement warrants over consideration paid			(529,653)
Change in fair value of overallotment liability		437,575	1,406,950
Transaction costs			(1,265,712)
Interest income		14,298	20,665
Total other income/(expense)		3,673,305	3,452,827
Net Income		$ 1,992,748	$ 1,725,953
Redeemable Class A Common Stock
Earnings per share:
Basic and diluted weighted average shares outstanding (in Shares)		40,000,000	25,193,370
Basic and diluted net income (loss) per common share (in Dollars per share)		$ 0.04	$ 0.05
Non Redeemable Common Stock
Earnings per share:
Basic and diluted weighted average shares outstanding (in Shares)	[1]	10,000,000	10,000,000
Basic and diluted net income (loss) per common share (in Dollars per share)		$ 0.04	$ 0.05
[1]	Excludes up to 1,500,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 6). Such shares were forfeited in the quarter ended June 30, 2021.

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity and Temporary Equity - USD ($)		Class ACommon Stock	Class BCommon Stock		Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020			$ 1,150		$ 23,850		$ 25,000
Balance (in Shares) at Dec. 31, 2020			11,500,000	[1]
Sale of 40,000,000 Units on March 8, 2021 net of warrant fair value		$ 400,000,000
Sale of 40,000,000 Units on March 8, 2021 net of warrant fair value (in Shares)		40,000,000		[1]
Offering costs		$ (21,440,443)
Net income (loss)						(266,795)	(266,795)
Fair value Public warrants at inception		(20,553,964)
Fair value of overallotment option at inception		(1,406,950)
Change in Class A common stock subject to possible redemption		43,401,357			(23,850)	(43,377,507)	(43,401,357)
Balance at Mar. 31, 2021		$ 400,000,000	$ 1,150			(43,644,302)	(43,643,152)
Balance (in Shares) at Mar. 31, 2021		40,000,000	11,500,000	[1]
Balance at Dec. 31, 2020			$ 1,150		23,850		25,000
Balance (in Shares) at Dec. 31, 2020			11,500,000	[1]
Balance at Jun. 30, 2021		$ 400,000,000	$ 1,000			(41,651,404)	(41,650,404)
Balance (in Shares) at Jun. 30, 2021		40,000,000	10,000,000	[1]
Balance at Mar. 31, 2021		$ 400,000,000	$ 1,150			(43,644,302)	(43,643,152)
Balance (in Shares) at Mar. 31, 2021		40,000,000	11,500,000	[1]
Forfeiture of Class B Shares			$ (150)			150
Forfeiture of Class B Shares (in Shares)	[1]		(1,500,000)
Net income (loss)						1,992,748	1,992,748
Balance at Jun. 30, 2021		$ 400,000,000	$ 1,000			$ (41,651,404)	$ (41,650,404)
Balance (in Shares) at Jun. 30, 2021		40,000,000	10,000,000	[1]
[1]	Includes up to 1,500,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 6). Such shares were forfeited in the quarter ended June 30, 2021.

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders’ Equity and Temporary Equity (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of Units	40,000,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows	6 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,725,953
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash held in Trust Account	(20,665)
Excess fair value of private placement warrants over consideration paid	529,653
Change in fair value of warrant liabilities	(3,820,577)
Change in fair value of overallotment option liability	(1,406,950)
Transaction costs allocable to warrant liabilities	1,265,712
Changes in operating assets and liabilities
Prepaid expenses and other assets	(853,573)
Accounts payable and accrued expenses	1,523,009
Net cash used in operating activities	(1,057,438)
Cash flows from investing activities:
Investments and marketable securities held in Trust	(400,000,000)
Net cash used in investing activities	(400,000,000)
Cash flows from financing activities:
Proceeds from related party advances	128,629
Repayment of related party advances	(128,629)
Proceeds from sale of Units, net of offering costs	399,318,845
Proceeds from sale of Private Placement Warrants	11,250,000
Payment of underwriters discount	(8,000,000)
Net cash provided by financing activities	402,568,845
Net Change in Cash	1,511,407
Cash, beginning of the period
Cash, end of period	1,511,407
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters’ discount payable included in offering costs and accrued expenses	$ 14,000,000

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations M3-Brigade Acquisition II Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 16, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On August 16, 2021, the Company entered into an Agreement and Plan of Merger with Syniverse Corporation. The Company has selected December 31 as its fiscal year end. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from December 16, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company believes it 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 IPO and unrealized gains and losses on the change in fair value of its warrants. The Company’s sponsor is M3-Brigade Sponsor II LP, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $400,000,000, which is discussed in Note 4 and Note 8. The underwriters had a 45-day option from the effectiveness date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments, if any. On April 17, 2021 the underwriters’ over-allotment option expired unexercised (see Note 9). Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 Private Placement Warrants (the “Private Warrants”) to the Sponsor at a price of $1.50 per Private Warrants, generating total gross proceeds of $11,250,000. Transaction costs of the IPO amounted to $22,706,155 consisting of $8,000,000 of underwriting discount, $14,000,000 of deferred underwriting discount, and $706,155 of other offering costs. Of the offering costs, $1,265,712 is included in transaction costs on the Statement of Operations and $21,440,443 is included in equity. Following the closing of the IPO on March 8, 2021, $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2 (a) (16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations and up to $100,000 of interest to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Warrants will not be released from the trust account until the earlier of (i) the completion of the Company’s initial business combination and (ii) the redemption of 100% of the Company’s public shares if the Company is unable to complete the Company’s initial business combination within 24 months from the closing of the IPO (March 8, 2023). The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with the Company’s initial business combination. Furthermore, there is no assurance that the Company will be able to successfully consummate a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by stock exchange rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the IPO, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The Company will only have 24 months from the closing date of the IPO (March 8, 2023) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the IPO, they will be entitled to a pro rata share of the Trust Account with respect to such acquired shares of Class A common stock upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the IPO. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor 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 (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes and working capital, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and the Company’s Sponsor may not be able to satisfy those obligations. The Company has not asked the Company’s Sponsor to reserve for such eventuality. The Company believes the likelihood of the Company’s Sponsor having to indemnify the trust account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $1.5 million in its operating bank account and working capital of approximately $0.8 million. The Company’s liquidity needs prior to the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares (see Note 6). Additionally, related parties paid $128,629 in offering costs and taxes. As of June 30, 2021, the outstanding balance of amounts due to related parties was $0. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans to the Company (see Note 6). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Revision of Financial Statement

Revision of Financial Statements	6 Months Ended
	Jun. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Revision of Financial Statements	Note 2 — Restatement of Financial Statements In reviewing its financial statements for prior reporting periods, management of the Company has determined that the following modifications are appropriate to reflect a non-cash liability which has since been eliminated: ● In connection with the initial public offering (the “IPO”) of the Company, the underwriter was granted a customary overallotment option which permitted it to purchase up to an additional 15% of the Units sold in IPO within 45-days following the closing of the IPO. At the time of the IPO and in its financial statements for reporting periods thereafter which include that 45-day period, the Company failed to record a liability for the value of the overallotment option, as contemplated by FASB ASC 480, “Distinguishing Liabilities from Equity” (and to reverse that liability into a component of other income when the overallotment option expired without being exercised on April 19, 2021). ● Adjustments to the classification of certain costs associated with the sale of Units ● Recognition of a Merger-related expense, which commenced in the second quarter of 2021. Note that the vendor forgave the balance due upon announcement of the termination of the merger in February 2022. On April 14, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) determined, after considering information provided by the Company’s management, that the value of the overallotment option described above should have been recorded as a liability at the time of the IPO and then reversed upon expiry of such option. Similarly, the Audit Committee determined that the Merger-related expense also should have been recorded as a liability. As a result of these omissions, the Audit Committee also determined that the Company’s unaudited financial statements as of June 30, 2021 as reported in the Company’s Form 10-Q filed on August 23, 2021 should be restated. The following tables summarize the effect if the financial statements had been restated on each financial statement line item as of the date indicated: As Adjustment As Balance Sheet at June 30, 2021 (unaudited) Accrued expenses $ 20,759 $ 1,500,000 $ 1,520,759 Total current liabilities 23,009 1,500,000 1,523,009 Total liabilities 42,536,049 1,500,000 44,036,049 Accumulated deficit (40,151,404 ) (1,500,000 ) (41,651,404 ) Total Stockholders’ Deficit (40,150,404 ) (1,500,000 ) (41,650,404 ) Statement of operations for the three months ended June 30, 2021 (unaudited) Merger related expenses - 1,500,000 1,500,000 Loss from operations (180,557 ) (1,500,000 ) (1,680,557 ) Change in fair value in overallotment option liability - 437,575 437,575 Total other income 3,235,730 437,575 3,673,305 Net income 3,055,173 (1,062,425 ) 1,992,748 Loss per share – three months ended June 30, 2021 (unaudited) Basic and diluted loss per share – Class A common stock $ 0.06 - $ 0.04 Basic and diluted loss per share – Class B common stock $ 0.06 - $ 0.04 Statement of operations for the six months ended June 30, 2021 (unaudited) Merger related expenses - 1,500,000 1,500,000 Loss from operations (242,325 ) (1,484,549 ) (1,726,874 ) Change in fair value in overallotment option liability - 1,406,950 1,406,950 Transaction costs 1,182,124 83,588 1,265,712 Total other income 2,129,465 1,323,362 3,452,827 Net income 1,887,140 (161,187 ) 1,725,953 Statement of Cash Flows – six months ended June 30, 2021 (unaudited) Net income 1,887,140 (161,187 ) 1,725,953 Transaction costs 1,182,124 83,588 1,265,712 Change in fair value of overallotment option liability - (1,406,950 ) (1,406,950 ) Change in accounts payable and accrued expenses 23,009 1,500,000 1,523,009 Net cash flows used in operating activities (1,072,889 ) 15,451 (1,057,438 ) Proceeds from sale of Units, net 399,334,296 (15,451 ) 399,318,845 Net cash provided by financing activities 402,584,296 (15,451 ) 402,568,845

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 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 10 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 IPO as filed with the SEC on March 5, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company may 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 unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $1.5 million in cash as of June 30, 2021 and none at December 31, 2020. The Company had no cash equivalents (other than assets held in the Trust Account) at June 30, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were substantially held in mutual funds that invest primarily in U.S. government securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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 the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income Per Common Stock Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering or (ii) Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 20,833,333 shares of Class A common stock in the aggregate. The Company’s statements of operations include a presentation of income (loss) per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of income (loss) per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of shares of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock subject to possible redemption, by the weighted average number of shares of non-redeemable Class A and Class B Common Stock outstanding for the period. Non-redeemable Class B Common Stock include the Founder Shares as these common stock shares do not have any redemption features and do not participate in the income earned on the Trust Account. The underwriters had a 45-day option from the effectiveness date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments, if any. That option expired without being exercised on April 17, 2021. Below is a reconciliation of the net loss per common stock (restated): For the Numerator: total net income $ 1,992,748 Redeemable Class A common stock: Net loss allocated to Class A common stock $ 1,594,198 Weighted Average Redeemable Class A common stock – basic and diluted 40,000,000 Basic and diluted net loss per share – Class A common stock $ 0.04 Class B common stock: Net loss allocated to Class B common stock $ 398,550 Weighted Average Class B common stock – basic and diluted 10,000,000 Basic and diluted net loss per share – Class B common stock $ 0.04 For the Numerator: total net income $ 1,725,953 Redeemable Class A common stock: Net income allocated to Class A common stock $ 1,235,533 Weighted Average Redeemable Class A common stock – basic and diluted 25,193,370 Basic and diluted net loss per share – Class A common stock $ 0.05 Class B common stock: Net income allocated to Class B common stock $ 490,420 Weighted Average Class B common stock – basic and diluted 10,000,000 Basic and diluted net loss per share – Class B common stock $ 0.05 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the Statement of Operations based on the residual method of the Public and Private Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of March 31, 2021, offering costs totaling $22,706,155 (consisting of $8,000,000 of underwriting discount, $14,000,000 of deferred underwriting discount, and $706,155 of other offering costs) were recognized with $1,265,712 which was allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of Loss from Operations and $21,440,443 included in stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the warrant liabilities are discussed below. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then to the Class A common stock. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020- 06 did not have an impact on the Company’s financial statements. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On March 8, 2021, the Company consummated the IPO of 40,000,000 units (the “Units”), at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 4). The underwriters were granted a 45-day option from the effective date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments. The option expired unexercised. Warrants Each whole warrant entitles the registered holder to purchase one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the IPO or 30 days after the completion of the Company’s initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than thirty (30) days, after the closing of the Company’s initial business combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the Company’s initial business combination, warrant holders may, under the circumstances specified in the warrant agreement and until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price (for whole shares) after the redemption notice is issued without affecting the right of the Company to consummate such redemption. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Company’s warrants. If the Company’s management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to the Company if the Company does not need the cash from the exercise of the warrants after the Company’s initial business combination. If the Company calls the Company’s warrants for redemption and the Company’s management does not take advantage of this option, the Company’s sponsor and its permitted transferees would still be entitled to exercise their private placement warrants contained in the private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below. A holder of a warrant may notify the Company in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise. If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. In addition, if the Company, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of the Company’s capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends of which are dividends up to $0.50 per share per year, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) as a result of the repurchase of shares of Class A common stock by the company if the proposed initial business combination is presented to the stockholders of the Company for approval, or (e) in connection with the redemption of the Company’s public shares upon the Company’s failure to complete the Company’s initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event. No other adjustments will be required to be made including for issuing Class A common stock at below market price and/or exercise price. If the number of outstanding shares of the Company’s Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock. Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the consummation of the Company’s initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Company’s initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or any that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is are the continuing corporation and that does not result in any reclassification or reorganization of the Company’s outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of the Company’s Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a result of the repurchase of shares of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or to correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. A change affecting the terms of the private placement warrants will require the approval of holders of at least 50% of the private placement warrants. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (except, among other limited exceptions as described under “Principal Stockholders— Transfers of Founder Shares and Private Placement Warrants,” to the Company’s officers and directors and other persons or entities affiliated with the sponsor) and they will not be redeemable by the Company so long as they are held by the sponsor or its permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Company’s sponsor and permitted transferees is because it is not known at this time whether they will be affiliated with the Company following a business combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, The Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. In order to finance transaction costs in connection with an intended initial business combination, the Company’s sponsor or an affiliate of the Company’s sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the Company’s initial business combination, the Company would repay such loaned amounts out of the proceeds of the trust account released to the Company. In the event that the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the Company’s trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and the Representatives purchased an aggregate of 7,500,000 Private Warrants at a purchase price of $1.50 per Private Unit, generating gross proceeds to the Company of $11,250,000. Except to the extent described in Note 4 above, the Private Warrants (and the underlying securities) are identical to the Warrants sold as part of the Units in the IPO. At the issuance date of March 8, 2021 the fair value of the Private Warrants was determined to be $11,779,653; $529,653 in excess of the $11,250,000 received by the Company. This excess fair value of $529,653 is recognized as an expense in the statement of operations.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On December 31, 2020, the Sponsor purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. On February 11, 2021, the Company effected a stock split, by means of issuing an additional 1,437,500 founder shares, paid out of the Company’s share premium account and accordingly credited as fully paid, to the Company’s sponsor, resulting in 8,625,000 founder shares issued and outstanding. On February 19, 2021, the Company effected a further stock split, by means of issuing an additional 2,875,000 founder shares, paid out of the Company’s share premium account and accordingly credited as fully paid, to the Company’s sponsor, resulting in 11,500,000 founder shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock splits (see Note 8). The Founder Shares are identical to the Class A common stock included in the Units sold in the IPO except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Each Founder Share is automatically convertible to a share of Class A common stock on a one-for-one basis at the time of the Company’s initial business combination. The Sponsor had agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. Because the underwriter did not exercise its option, the forfeiture was enacted in the quarter ended June 30, 2021. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). Due to Related Party The amount due to related parties prior to the closing of the IPO of $128,628 for the payment of certain offering costs and taxes was repaid on March 16, 2021. As of June 30, 2021, the amount due to related parties was $0. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant agreement per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. At June 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares and private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 8, 2021, the underwriters were paid a cash underwriting discount of 2% of the gross proceeds of the IPO, or $8,000,000. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriter 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. The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 6,000,000 units to cover over-allotments, which expired unexercised. The Company has entered into agreements with certain advisors and professionals who will receive payments under contingent fee arrangements upon completion of the transactions contemplated by the Merger Agreement (see Note 10). The ultimate amount of such payments will be quantified at or near the time of closing.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock Class A common stock Class B common stock 1,500,000 shares of Class B common stock which were forfeited because the over-allotment option was not exercised by the underwriters (See Note 6). At June 30, 2021 and December 31, 2020 there were 10,000,000 and 11,500,000 shares issued and outstanding, respectively. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. 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 sold in the IPO and related to the closing of the 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 the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 9 — Recurring Fair Value Measurements Investment Held in Trust Account As of June 30, 2021, investment securities in the Company’s Trust Account consisted of a mutual funds that invest primarily in U.S. government securities in the amount of $400,020,665. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At June 30, 2021, the Company’s warrants liability were valued at $28,513,040. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Overallotment Option Upon completion the IPO, the underwriters held an overallotment option which expired 45 days later. The overallotment option represents a financials instrument which was recognized at fair value as a liability instrument at inception. The principal assumptions going into the fair value computation were as follows: Term – 45 days; Unit price $10.00, risk free rate 0.04%, volatility 16.7%. Upon expiration, the change in fair value to zero was recognized in the Company’s statement of operations. The change in the fair value of the overallotment liability for the period ended June 20, 2021 is summarized as follows: Overallotment Option Fair value at issuance March 8 2021 $ 1,406,950 Change in fair value (969,375 ) Fair Value at March 31, 2021 437,575 Change in fair value (437,575 ) Fair Value at June 30, 2021 $ - Recurring Fair Value Measurements The Company’s investments consist of mutual funds that invest primarily in U.S. government securities. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Warrant liability is classified within Level 3 of the fair value hierarchy. The Public Warrants were transferred to Level 1 for the period ending June 30, 2021. The following table presents fair value information as of June 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Carrying (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 400,020,665 $ 400,020,665 $ — $ — Liabilities: Private Placement Warrants 13,113,040 — — 13,113,040 Public Warrants 15,400,000 15,400,000 — — Measurement The Company established the initial fair value for the Warrants as of March 8, 2021, which was the date of the consummation of the Company’s IPO, and on March 31, 2021. On June 30, 2021 the fair value was remeasured. For the initial periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market, but the Public Warrants did commence separate trading as of April 26, 2021. As such, the Company used a Monte Carlo simulation model to value the Warrants for the initial periods and valued the Public Warrants based upon market values for the June 30, 2021 remeasurement. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified within Level 3 of the fair value hierarchy at the initial measurement dates due to the use of unobservable inputs. The aggregate fair value of the Public Warrants, which amounted to $20,553,963 at the closing date of the IPO, was transferred to Level 1 following the detachment of the warrants for separate trading and at which time quoted prices existed in active markets. The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement and at June 30, 2021 for the private warrants: Input March 8, June 30, Risk-free interest rate 1.00 % 0.97 % Expected term (years) 5.7 5.57 Expected volatility 24.2 % 26.0 % Exercise price $ 11.50 $ 11.50 Probability of completing a business combination 90 % 90 % Dividend yield 0.0 % 0.0 % The change in the fair value of the warrant liabilities for the period ended June 30, 2021 is summarized as follows (Restated): Public Private Total Fair value at issuance March 8 2021 $ 20,553,964 $ 11,779,653 $ 32,333,617 Change in fair value (5,153,964 ) 1,333,387 (3,820,577 ) Fair Value at June 30, 2021 $ 15,400,00 $ 13,113,040 $ 28,513,040

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination and Related Agreements On August 16, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Syniverse Corporation, a Delaware corporation (“Syniverse”), and Blue Steel Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Syniverse, with Syniverse surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Subject to the terms of the Merger Agreement, the aggregate purchase price to be paid by the Company to Syniverse’s stockholders at the closing of the Merger (the “Closing”) is expected to be approximately $704,440,000, subject to adjustments for, among other things, the Twilio Investment (defined below) and Leakage (as defined in the Merger Agreement) that has occurred from November 30, 2020 through immediately prior to the effective time of the Merger, and will be paid entirely in shares of the Company’s Class A common stock, at a value of $10.00 per share (the “Aggregate Merger Consideration”). For purposes of the following paragraph, the “Exchange Ratio” means the Aggregate Merger Consideration divided by At the effective time of the Merger, each Syniverse Share that is issued and outstanding immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a portion of the Aggregate Merger Consideration equal to (a) the Exchange Ratio multiplied by Private Placement Concurrently with the execution of the Merger Agreement, the Company entered into (a) a subscription agreement with the Sponsor pursuant to which the Sponsor has agreed to purchase an aggregate of 1,500,000 shares of Class A common stock, at a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000 and (b) subscription agreements with certain other investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase shares of Class A common stock, at a purchase price of $10.00 per share, and shares of newly issued Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Convertible Preferred Stock”), at a purchase price of $970.00 per share, for an aggregate purchase price of $250,000,000 (the transactions in clauses (a) and (b) together, the “Private Placement”). The proceeds from the Private Placement will be used to refinance the outstanding indebtedness and other obligations of Syniverse and its subsidiaries at the Closing. Twilio Investment Concurrently with the execution of the Merger Agreement, the Company entered into a subscription agreement with Twilio Inc., a Delaware corporation (“Twilio”), pursuant to which Twilio has agreed to purchase Class A common stock and, if applicable, shares of newly issued Class C common stock, par value $0.0001 per share, of the Company, at the Closing for an aggregate purchase price of up to $750,000,000, with the size of Twilio’s investment and the number of shares issued to Twilio determined based on the terms of its pre-existing framework agreement with Syniverse, dated as of February 26, 2021, as amended on August 16, 2021 (the “Framework Agreement” and, such investment, the “Twilio Investment”). Under the Framework Agreement, the size of the Twilio Investment will be reduced below $750,000,000 only to the extent the total transaction proceeds from the Company’s trust account (net of redemptions) and the Private Placement exceed $375,000,000, with such reduction equal to the amount of such excess, subject to a minimum investment by Twilio of $500,000,000. Stockholders Agreement The Merger Agreement contemplates that, at the Closing, the Company, Carlyle Partners V Holdings, L.P., a Delaware limited partnership and Syniverse’s majority stockholder (“Carlyle”), Twilio and the Sponsor will enter into a stockholders agreement (the “Stockholders Agreement”), pursuant to which, among other things, (a) Carlyle will be entitled to appoint directors (initially five, but subject to downward adjustment depending on its continuing percentage ownership relative to its initial ownership) to the Company’s board of directors so long as Carlyle holds at least 5% of the outstanding common stock; (b) Twilio will be entitled to appoint directors (initially four, but subject to downward adjustment depending on its continuing percentage ownership relative to its initial ownership) to the Company’s board of directors so long as Twilio holds at least 5% of the outstanding common stock; and (c) the Sponsor will be entitled to appoint two directors to the Company’s board of directors so long as the Sponsor continues to hold 50% of the shares of Class A common stock it held at the Closing (and one director so long as it holds 33.33% of such shares). The Stockholders Agreement contains certain restrictions on transfer with respect to shares of common stock held by Carlyle, Twilio and the Sponsor immediately following the Closing (the “Locked-Up Shares”). Such restrictions include, among others, a prohibition on transfers of Locked-Up Shares, subject to limited exceptions, until the earlier to occur of (a) the 12-month anniversary of the Closing and (b) the date on which the per share closing price for the Class A common stock has been equal to or greater than $12.50 per share for any 20 trading days within any consecutive 30-trading day period following the Closing. In addition, the Stockholders Agreement will provide (a) consent rights to Carlyle and Twilio in respect of certain significant transactions by the Company following the Closing, subject to specified ownership thresholds, and (b) a right of first offer to Twilio, subject to certain exceptions, with respect to any privately negotiated sale by Carlyle (or its affiliates) of more than 10% of the Company’s outstanding shares, for so long as Twilio’s percentage ownership (together with its affiliates) exceeds 15%. Sponsor Agreement Concurrently with the execution of the Merger Agreement, the Company, the Sponsor, an individual (together with the Sponsor, the “Sponsor Parties”) and Syniverse entered into a sponsor support agreement (the “Sponsor Agreement”), pursuant to which, among other things, in accordance with the terms and subject to the conditions set forth therein, the Sponsor Parties have agreed to vote their shares of Class B common stock and any shares of common stock the Sponsor Parties subsequently acquire to approve the transactions contemplated by the Merger Agreement and against any inconsistent proposals during the term of the Sponsor Agreement and to not redeem such shares. The Sponsor Agreement also provides that 70% of such shares of Class B common stock will vest and be available to the Sponsor Parties at the Closing, and the remaining 30% of such shares will vest on the first trading day that the closing price of Class A common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period following the Closing, subject to earlier vesting in certain circumstances as described therein. Registration Rights Agreement At the Closing, the Company, the Sponsor, Carlyle, Twilio and the PIPE Investors will enter into a registration rights agreement, pursuant to which the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A common stock, including Class A common stock underlying the Convertible Preferred Stock, and other equity securities of the Company that are held by the foregoing parties from time to time.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 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 10 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 IPO as filed with the SEC on March 5, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company may 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 unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $1.5 million in cash as of June 30, 2021 and none at December 31, 2020. The Company had no cash equivalents (other than assets held in the Trust Account) at June 30, 2021 or December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were substantially held in mutual funds that invest primarily in U.S. government securities.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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 the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income Per Common Stock	Net Income Per Common Stock Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering or (ii) Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 20,833,333 shares of Class A common stock in the aggregate. The Company’s statements of operations include a presentation of income (loss) per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of income (loss) per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of shares of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock subject to possible redemption, by the weighted average number of shares of non-redeemable Class A and Class B Common Stock outstanding for the period. Non-redeemable Class B Common Stock include the Founder Shares as these common stock shares do not have any redemption features and do not participate in the income earned on the Trust Account. The underwriters had a 45-day option from the effectiveness date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments, if any. That option expired without being exercised on April 17, 2021. Below is a reconciliation of the net loss per common stock (restated):
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the Statement of Operations based on the residual method of the Public and Private Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of March 31, 2021, offering costs totaling $22,706,155 (consisting of $8,000,000 of underwriting discount, $14,000,000 of deferred underwriting discount, and $706,155 of other offering costs) were recognized with $1,265,712 which was allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of Loss from Operations and $21,440,443 included in stockholders’ equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the warrant liabilities are discussed below.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then to the Class A common stock.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recently adopted accounting standards	Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020- 06 did not have an impact on the Company’s financial statements.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Revision of Financial Stateme_2

Revision of Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of financial statements	As Adjustment As Balance Sheet at June 30, 2021 (unaudited) Accrued expenses $ 20,759 $ 1,500,000 $ 1,520,759 Total current liabilities 23,009 1,500,000 1,523,009 Total liabilities 42,536,049 1,500,000 44,036,049 Accumulated deficit (40,151,404 ) (1,500,000 ) (41,651,404 ) Total Stockholders’ Deficit (40,150,404 ) (1,500,000 ) (41,650,404 ) Statement of operations for the three months ended June 30, 2021 (unaudited) Merger related expenses - 1,500,000 1,500,000 Loss from operations (180,557 ) (1,500,000 ) (1,680,557 ) Change in fair value in overallotment option liability - 437,575 437,575 Total other income 3,235,730 437,575 3,673,305 Net income 3,055,173 (1,062,425 ) 1,992,748 Loss per share – three months ended June 30, 2021 (unaudited) Basic and diluted loss per share – Class A common stock $ 0.06 - $ 0.04 Basic and diluted loss per share – Class B common stock $ 0.06 - $ 0.04 Statement of operations for the six months ended June 30, 2021 (unaudited) Merger related expenses - 1,500,000 1,500,000 Loss from operations (242,325 ) (1,484,549 ) (1,726,874 ) Change in fair value in overallotment option liability - 1,406,950 1,406,950 Transaction costs 1,182,124 83,588 1,265,712 Total other income 2,129,465 1,323,362 3,452,827 Net income 1,887,140 (161,187 ) 1,725,953 Statement of Cash Flows – six months ended June 30, 2021 (unaudited) Net income 1,887,140 (161,187 ) 1,725,953 Transaction costs 1,182,124 83,588 1,265,712 Change in fair value of overallotment option liability - (1,406,950 ) (1,406,950 ) Change in accounts payable and accrued expenses 23,009 1,500,000 1,523,009 Net cash flows used in operating activities (1,072,889 ) 15,451 (1,057,438 ) Proceeds from sale of Units, net 399,334,296 (15,451 ) 399,318,845 Net cash provided by financing activities 402,584,296 (15,451 ) 402,568,845

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
EarningsPerShareBasicLineItems
Schedule of reconciliation of the net income per common stock (restated)	For the Numerator: total net income $ 1,992,748 Redeemable Class A common stock: Net loss allocated to Class A common stock $ 1,594,198 Weighted Average Redeemable Class A common stock – basic and diluted 40,000,000 Basic and diluted net loss per share – Class A common stock $ 0.04 Class B common stock: Net loss allocated to Class B common stock $ 398,550 Weighted Average Class B common stock – basic and diluted 10,000,000 Basic and diluted net loss per share – Class B common stock $ 0.04 For the Numerator: total net income $ 1,725,953 Redeemable Class A common stock: Net income allocated to Class A common stock $ 1,235,533 Weighted Average Redeemable Class A common stock – basic and diluted 25,193,370 Basic and diluted net loss per share – Class A common stock $ 0.05 Class B common stock: Net income allocated to Class B common stock $ 490,420 Weighted Average Class B common stock – basic and diluted 10,000,000 Basic and diluted net loss per share – Class B common stock $ 0.05

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value of the warrant liabilities	Overallotment Option Fair value at issuance March 8 2021 $ 1,406,950 Change in fair value (969,375 ) Fair Value at March 31, 2021 437,575 Change in fair value (437,575 ) Fair Value at June 30, 2021 $ - Public Private Total Fair value at issuance March 8 2021 $ 20,553,964 $ 11,779,653 $ 32,333,617 Change in fair value (5,153,964 ) 1,333,387 (3,820,577 ) Fair Value at June 30, 2021 $ 15,400,00 $ 13,113,040 $ 28,513,040
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Carrying (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 400,020,665 $ 400,020,665 $ — $ — Liabilities: Private Placement Warrants 13,113,040 — — 13,113,040 Public Warrants 15,400,000 15,400,000 — —
Schedule of fair value measurements inputs	Input March 8, June 30, Risk-free interest rate 1.00 % 0.97 % Expected term (years) 5.7 5.57 Expected volatility 24.2 % 26.0 % Exercise price $ 11.50 $ 11.50 Probability of completing a business combination 90 % 90 % Dividend yield 0.0 % 0.0 %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Mar. 08, 2021
Organization and Business Operations (Details) [Line Items]
Sale of units, price per unit (in Dollars per share)	$ 12.5
Underwriting discount		$ 8,000,000
Transactions costs	$ 21,440,443
Term of investment company		185 days
Dissolution expenses payable	$ 100,000
Redemption of public share percentage	100.00%
Period initial business combination	24 months
Fair market value	80.00%
Net tangible assets	$ 5,000,001
Taxes payable	$ 100,000
Public per share (in Dollars per share)	$ 10
Operating bank account	$ 1,500,000
Working Capital	800,000
Operating bank account	128,629
Due to related parties	0
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units, price per unit (in Dollars per share)		$ 10
Transaction costs amounted	22,706,155
Underwriting discount	8,000,000
Deferred underwriting discount	14,000,000
Other offering costs	706,155
Offering cost	1,265,712
Net proceeds		$ 400,000,000
Payment from sponsor	$ 25,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Purchase of additional units (in Shares)	6,000,000
Class A Common Stock [Member] | IPO [Member]
Organization and Business Operations (Details) [Line Items]
Units of shares (in Shares)		40,000,000
Sale of units, price per unit (in Dollars per share)		$ 10
Generating gross proceeds		$ 400,000,000
Sale of units, price per unit (in Dollars per share)		$ 10
Sponsor [Member] | Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Additional units (in Shares)	7,500,000
Sale of units, price per unit (in Dollars per share)	$ 1.5
Generating total gross proceeds	$ 11,250,000

Revision of Financial Stateme_3

Revision of Financial Statements (Details)	6 Months Ended
	Jun. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Additional share percentage	15.00%
Redeemable warrants description	At the time of the IPO and in its financial statements for reporting periods thereafter which include that 45-day period, the Company failed to record a liability for the value of the overallotment option, as contemplated by FASB ASC 480, “Distinguishing Liabilities from Equity” (and to reverse that liability into a component of other income when the overallotment option expired without being exercised on April 19, 2021).

Revision of Financial Stateme_4

Revision of Financial Statements (Details) - Schedule of financial statements	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)$ / shares	Jun. 30, 2021USD ($)
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Accrued expenses	$ 20,759	$ 20,759
Total current liabilities	23,009	23,009
Total liabilities	42,536,049	42,536,049
Accumulated deficit	(40,151,404)	(40,151,404)
Total Stockholders’ Deficit	(40,150,404)	(40,150,404)
Statement of operations for the three months ended June 30, 2021 (unaudited)
Loss from operations	(180,557)	(242,325)
Transaction costs		1,182,124
Change in accounts payable and accrued expenses		23,009
Net cash flows used in operating activities		(1,072,889)
Proceeds from sale of Units, net		399,334,296
Net cash provided by financing activities		402,584,296
Total other income	3,235,730	2,129,465
Net income	$ 3,055,173	1,887,140
Loss per share – three months ended June 30, 2021 (unaudited)
Basic and diluted loss per share – Class A common stock (in Dollars per share) | $ / shares	$ 0.06
Basic and diluted loss per share – Class B common stock (in Dollars per share) | $ / shares	$ 0.06
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Accrued expenses	$ 1,500,000	1,500,000
Total current liabilities	1,500,000	1,500,000
Total liabilities	1,500,000	1,500,000
Accumulated deficit	(1,500,000)	(1,500,000)
Total Stockholders’ Deficit	(1,500,000)	(1,500,000)
Statement of operations for the three months ended June 30, 2021 (unaudited)
Merger related expenses	1,500,000	1,500,000
Loss from operations	(1,500,000)	(1,484,549)
Change in fair value in overallotment option liability	437,575	1,406,950
Transaction costs		83,588
Change in fair value of overallotment option liability		(1,406,950)
Change in accounts payable and accrued expenses		1,500,000
Net cash flows used in operating activities		15,451
Proceeds from sale of Units, net		(15,451)
Net cash provided by financing activities		(15,451)
Total other income	437,575	1,323,362
Net income	(1,062,425)	(161,187)
As restated [Member]
Condensed Financial Statements, Captions [Line Items]
Accrued expenses	1,520,759	1,520,759
Total current liabilities	1,523,009	1,523,009
Total liabilities	44,036,049	44,036,049
Accumulated deficit	(41,651,404)	(41,651,404)
Total Stockholders’ Deficit	(41,650,404)	(41,650,404)
Statement of operations for the three months ended June 30, 2021 (unaudited)
Merger related expenses	1,500,000	1,500,000
Loss from operations	(1,680,557)	(1,726,874)
Change in fair value in overallotment option liability	437,575	1,406,950
Transaction costs		1,265,712
Change in fair value of overallotment option liability		(1,406,950)
Change in accounts payable and accrued expenses		1,523,009
Net cash flows used in operating activities		(1,057,438)
Proceeds from sale of Units, net		399,318,845
Net cash provided by financing activities		402,568,845
Total other income	3,673,305	3,452,827
Net income	$ 1,992,748	$ 1,725,953
Loss per share – three months ended June 30, 2021 (unaudited)
Basic and diluted loss per share – Class A common stock (in Dollars per share) | $ / shares	$ 0.04
Basic and diluted loss per share – Class B common stock (in Dollars per share) | $ / shares	$ 0.04

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal Depository Insurance Corporation		$ 250,000
Deferred underwriting discount	$ 14,000,000
Other offering costs	706,155
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased share (in Shares)		20,833,333
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of additional units (in Shares)		6,000,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Transaction offering costs	22,706,155
Underwriting discount	8,000,000
Temporary equity	21,440,443
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 1,265,712
Cash [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash		$ 1.5

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net loss per common stock (restated) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net loss per common stock (restated) [Line Items]
Numerator: total net income	$ 1,992,748	$ 1,725,953
Redeemable Class A common stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net loss per common stock (restated) [Line Items]
Net income (loss) allocated to common stock	$ 1,594,198	$ 1,235,533
Weighted Average Redeemable common stock – basic and diluted (in Shares)	40,000,000	25,193,370
Basic and diluted net income (loss) per share – common stock (in Dollars per share)	$ 0.05	$ 0.04
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net loss per common stock (restated) [Line Items]
Net income (loss) allocated to common stock	$ 398,550	$ 490,420
Weighted Average Redeemable common stock – basic and diluted (in Shares)	10,000,000	10,000,000
Basic and diluted net income (loss) per share – common stock (in Dollars per share)	$ 0.05	$ 0.04

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Mar. 08, 2021	Jun. 30, 2021
Initial Public Offering (Details) [Line Items]
Purchase price		$ 12.5
Share price		18
Warrant Share price		0.01
Share redemption trigger price		$ 18
Warrant percentage		9.80%
Equity percentage		60.00%
Redemption trigger price		$ 18
Market value percentage		180.00%
Private placement warrants percentage		50.00%
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Equity percentage		115.00%
Minimum [Member]
Initial Public Offering (Details) [Line Items]
Convertible loans amount (in Dollars)		$ 1,500,000
Warrants at a price per share		$ 1.5
IPO [Member]
Initial Public Offering (Details) [Line Items]
Purchase price	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)		6,000,000
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Outstanding percentage		50.00%
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Share price	$ 11.5
Warrant exercise price		$ 11.5
Outstanding percentage		50.00%
Class A Common Stock [Member] | Warrant [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price		$ 11.5
Outstanding percentage		70.00%
Class A Common Stock [Member] | IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	40,000,000
Purchase price	$ 10
Business Combination [Member]
Initial Public Offering (Details) [Line Items]
Issued price		$ 9.2
Business Combination [Member] | Warrant [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price		0.5
Business Combination [Member] | Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Issued price		$ 9.2

Private Placement (Details)

Private Placement (Details) - USD ($)	Mar. 08, 2021	Jun. 30, 2021
Private Placement (Details) [Line Items]
Purchase price per unit (in Dollars per share)		$ 12.5
Fair value	$ 11,779,653
Excess fair value		$ 529,653
Private Warrants [Member]
Private Placement (Details) [Line Items]
Fair value	529,653
Excess fair value	$ 11,250,000
Private Warrants [Member] | Sponsor [Member]
Private Placement (Details) [Line Items]
Purchased an aggregate shares (in Shares)		7,500,000
Purchase price per unit (in Dollars per share)		$ 1.5
Gross proceeds		$ 11,250,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Mar. 16, 2021	Feb. 19, 2021	Feb. 11, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Issuing an additional founder shares			2,875,000	1,437,500
Founder shares issued and outstanding			11,500,000	8,625,000
Common stock equals or exceeds per share (in Dollars per share)	$ 18
Payment of certain offering costs and taxes was repaid (in Dollars)		$ 128,628
Expenses incurred (in Dollars)	$ 0
Working Capital Loan (in Dollars)	$ 1,500,000
Price per warrant (in Dollars per share)	$ 1.5
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares					7,187,500
Founder shares (in Dollars)					$ 25,000
Per share (in Dollars per share)					$ 0.003
Founder Shares agreed to forfeit	1,500,000
Common stock equals or exceeds per share (in Dollars per share)	$ 12

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 08, 2021	Jun. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount in percentage	2.00%
Gross proceeds	$ 8,000,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)		6,000,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriter Discount Per Unit (in Dollars per share)	$ 0.35
Underwriters deferred fee	$ 14,000,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Feb. 19, 2021	Feb. 11, 2021
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001
Conversion percentage	20.00%
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Price per share (in Dollars per share)	$ 12
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		450,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock subject to possible redemption shares outstanding		40,000,000	0
Common stock subject to possible redemption shares issued		40,000,000	0
Class B Common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Sponsor purchased			7,187,500
Founder shares issued					11,500,000	8,625,000
Founder shares					2,875,000
Shares forfeited by sponsor		1,500,000
Common stock, shares issued		10,000,000		11,500,000
Common stock, shares outstanding		10,000,000		11,500,000
Class B Common stock [Member] | Founder Shares [Member]
Stockholders’ Equity (Details) [Line Items]
Sponsor purchased						1,437,500
Sponsor purchased (in Dollars)			$ 25,000
Price per share (in Dollars per share)			$ 0.003

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details)	6 Months Ended
	Jun. 30, 2021USD ($)
Recurring Fair Value Measurements (Details) [Line Items]
Trust Account	$ 400,020,665
Warrants liability	28,513,040
Unit price	$ 10
Risk free rate	0.04%
Volatility	16.70%
Public Warrants [Member]
Recurring Fair Value Measurements (Details) [Line Items]
Aggregate fair value of the Public Warrants	$ 20,553,963

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of fair value of the warrant liabilities - USD ($)	1 Months Ended	4 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
Overallotment Option [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning	$ 1,406,950	$ 1,406,950
Fair Value ending	437,575
Change in fair value	(969,375)	(437,575)
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning	20,553,964	20,553,964
Fair Value ending		1,540,000
Change in fair value		(5,153,964)
Private Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning	11,779,653	11,779,653
Fair Value ending		13,113,040
Change in fair value		1,333,387
Total Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning	$ 32,333,617	32,333,617
Fair Value ending		28,513,040
Change in fair value		$ (3,820,577)

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis	6 Months Ended
	Jun. 30, 2021USD ($)
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 400,020,665
Private Placement Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value	13,113,040
Public Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value	15,400,000
Level 1 [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	400,020,665
Level 1 [Member] | Private Placement Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value
Level 1 [Member] | Public Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value	15,400,000
Level 2 [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
Level 2 [Member] | Private Placement Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value
Level 2 [Member] | Public Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value
Level 3 [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
Level 3 [Member] | Private Placement Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value	13,113,040
Level 3 [Member] | Public Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Carrying Value

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details) - Schedule of fair value measurements inputs - Business Combination [Member] - $ / shares	Mar. 08, 2021	Jun. 30, 2021
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	1.00%
Expected term (years)	5 years 8 months 12 days
Expected volatility	24.20%
Exercise price (in Dollars per share)	$ 11.5
Probability of completing a business combination	90.00%
Dividend yield	0.00%
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate		0.97%
Expected term (years)		5 years 6 months 25 days
Expected volatility		26.00%
Exercise price (in Dollars per share)		$ 11.5
Probability of completing a business combination		90.00%
Dividend yield		0.00%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Nov. 30, 2020
Subsequent Events (Details) [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subsequent Event, Effect of Change in Tax Status	$ 970
Total transaction proceeds from trust account	750,000,000
Private placement exceed	375,000,000
Minimum investment	$ 500,000,000
Stockholders agreement description	The Merger Agreement contemplates that, at the Closing, the Company, Carlyle Partners V Holdings, L.P., a Delaware limited partnership and Syniverse’s majority stockholder (“Carlyle”), Twilio and the Sponsor will enter into a stockholders agreement (the “Stockholders Agreement”), pursuant to which, among other things, (a) Carlyle will be entitled to appoint directors (initially five, but subject to downward adjustment depending on its continuing percentage ownership relative to its initial ownership) to the Company’s board of directors so long as Carlyle holds at least 5% of the outstanding common stock; (b) Twilio will be entitled to appoint directors (initially four, but subject to downward adjustment depending on its continuing percentage ownership relative to its initial ownership) to the Company’s board of directors so long as Twilio holds at least 5% of the outstanding common stock; and (c) the Sponsor will be entitled to appoint two directors to the Company’s board of directors so long as the Sponsor continues to hold 50% of the shares of Class A common stock it held at the Closing (and one director so long as it holds 33.33% of such shares).
Closing price per share (in Dollars per share)	$ 12.5
Outstanding share percentage	10.00%
Ownership percentage	60.00%
Sponsor agreement description	The Sponsor Agreement also provides that 70% of such shares of Class B common stock will vest and be available to the Sponsor Parties at the Closing, and the remaining 30% of such shares will vest on the first trading day that the closing price of Class A common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period following the Closing, subject to earlier vesting in certain circumstances as described therein.
Private Placement [Member]
Subsequent Events (Details) [Line Items]
Aggregate purchase price	$ 250,000,000
Common stock price per share (in Dollars per share)	$ 10
Purchase an aggregate of shares (in Shares)	1,500,000
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock price per share (in Dollars per share)	$ 10
Class A Common Stock [Member] | Private Placement [Member]
Subsequent Events (Details) [Line Items]
Purchase an aggregate of shares (in Shares)	15,000,000
Series A Convertible Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.0001
Class C Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Merger Agreement [Member]
Subsequent Events (Details) [Line Items]
Aggregate purchase price	$ 704,440,000
Common stock price per share (in Dollars per share)			$ 10
Stockholders Agreement [Member]
Subsequent Events (Details) [Line Items]
Ownership percentage	15.00%
Twilio Investment [Member]
Subsequent Events (Details) [Line Items]
Aggregate purchase price	$ 750,000,000