Heliogen (HLGN) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information Line Items
Entity Registrant Name	ATHENA TECHNOLOGY ACQUISITION CORP.
Trading Symbol	ATHN
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001840292
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40209
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4204953
Entity Address, Address Line One	125 Townpark Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Kennesaw
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30144
City Area Code	(970)
Local Phone Number	924-0446
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,700,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,566,667

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Cash	$ 176,725
Prepaid expenses	283,708
Total current assets	460,433
Deferred offering costs		41,739
Marketable securities held in Trust Account	250,013,873
Other non-current assets	110,473
Total Assets	250,584,779	41,739
Liabilities and Stockholders’ Equity (Deficit)
Accrued offering costs and expenses	2,502,189	5,000
Due to related party	64,516	12,500
Total current liabilities	2,566,705	17,500
Deferred underwriting fee	8,750,000
Warrant liability	11,650,665
Total liabilities	22,967,370	17,500
Commitments and Contingencies
Class A Common Stock subject to possible redemption, 25,000,000 and no shares at redemption value, at September 30, 2021 and December 31, 2020, respectively	250,000,000
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 700,000 and 0 shares issued and outstanding (excluding 25,000,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively	70
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,566,667 and 9,816,667 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	857	982
Additional paid-in capital		24,018
Accumulated deficit	(22,383,518)	(761)
Total stockholders’ equity (deficit)	(22,382,591)	24,239
Total Liabilities and Stockholders’ Equity (Deficit)	$ 250,584,779	$ 41,739

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Class A Common Stock subject to possible redemption	25,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	700,000	0
Common stock, shares outstanding	700,000	0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,566,667	9,816,667
Common stock, shares outstanding	8,566,667	9,816,667

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs	$ 1,569,345	$ 3,566,747
Loss from Operations	(1,569,345)	(3,566,747)
Other income (expense):
Interest income on marketable securities held in Trust Account	3,217	13,873
Offering costs allocated to warrants		(566,948)
Change in fair value of warrant liability	(4,197,665)	(1,392,083)
Total other expense	(4,194,448)	(1,945,158)
Net loss	$ (5,763,793)	$ (5,511,905)
Weighted average shares outstanding, Class A common stock (in Shares)	25,700,000	18,357,143
Basic and diluted net loss per share, Class A common stock (in Dollars per share)	$ (0.17)	$ (0.2)
Weighted average shares outstanding, Class B common stock (in Shares)	8,566,667	8,566,667
Basic and diluted net loss per share, Class B common stock (in Dollars per share)	$ (0.17)	$ (0.2)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Class ACommon stock	Class BCommon stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 982	$ 24,018	$ (761)	$ 24,239
Balance (in Shares) at Dec. 31, 2020		9,816,667
Sale of 25,000,000 Units, net of underwriting discount, offering expenses and fair value of public warrants	$ 2,500		226,381,992		226,384,492
Sale of 25,000,000 Units, net of underwriting discount, offering expenses and fair value of public warrants (in Shares)	25,000,000
Sale of 700,000 Private Placement Units, net of fair value of private warrants	$ 70		6,720,513		6,720,583
Sale of 700,000 Private Placement Units, net of fair value of private warrants (in Shares)	700,000
Net income (loss)				(767,176)	(767,176)
Common stock subject to possible redemption	$ (2,500)		(233,126,523)	(16,870,977)	(250,000,000)
Common stock subject to possible redemption (in Shares)	(25,000,000)
Balance at Mar. 31, 2021	$ 70	$ 982		(17,638,914)	(17,637,862)
Balance (in Shares) at Mar. 31, 2021	700,000	9,816,667
Forfeiture of Class B common stock held by initial stockholders		$ (125)		125
Forfeiture of Class B common stock held by initial stockholders (in Shares)		(1,250,000)
Net income (loss)				1,019,064	1,019,064
Balance at Jun. 30, 2021	$ 70	$ 857		(16,619,725)	(16,618,798)
Balance (in Shares) at Jun. 30, 2021	700,000	8,566,667
Net income (loss)				(5,763,793)	(5,763,793)
Balance at Sep. 30, 2021	$ 70	$ 857		$ (22,383,518)	$ (22,382,591)
Balance (in Shares) at Sep. 30, 2021	700,000	8,566,667

Condensed Statement of Change_2

Condensed Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale net of underwriting discount shares	25,000,000
Sale private placement shares	700,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (5,511,905)
Adjustments to reconcile net income to net cash used in operating activities:
Interest on marketable securities held in Trust Account	(13,873)
Offering costs allocated to warrants	566,948
Change in fair value of warrant liability	1,392,083
Changes in operating assets and liabilities:
Prepaid expenses	(283,708)
Other non-current assets	(110,473)
Accrued offering costs and expenses	2,502,189
Due to related party	8,391
Net cash used in operating activities	(1,450,348)
Cash Flows from investing activities:
Investment of cash in Trust Account	(250,000,000)
Net cash used in investing activities	(250,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount	245,000,000
Proceeds from sale of Private Placement Units	7,000,000
Payment of offering costs	(372,927)
Net cash provided by financing activities	251,627,073
Net change in cash	176,725
Cash, beginning of period
Cash, end of the period	176,725
Supplemental disclosure of cash flow information:
Initial classification of common stock subject to possible redemption	250,000,000
Change in common stock subject to possible redemption	13,873
Initial classification of warrant liability	10,258,582
Deferred underwriters’ discount payable charged to additional paid-in capital	$ 8,750,000

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Athena Technology Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 8, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2021 (the “Effective Date”). On March 19, 2021, the Company consummated the IPO of 25,000,000 units ((the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 4. Each Unit consists of one share of common stock, and one-third of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. Simultaneously with the closing of the IPO, the Company consummated the sale of 700,000 Private Placement Units (the “Private Placement Warrants”), at a price of $10.00 per Private Placement Unit, in a private placement to Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is discussed in Note 5. Transaction costs of the IPO amounted to $14,203,291 consisting of $5,000,000 of underwriting discount, $8,750,000 of deferred underwriting discount, and $453,291 of other offering costs and of which $566,948 were allocated to expense associated with the warrant liability. Following the closing of the IPO on March 19, 2021, $250,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination prior to March 19, 2023 (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the combination period or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares, Private Placement Shares (as defined in Note 3) and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares, Private Placement Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote their Founder Shares, Private Placement Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Merger Agreement On July 7, 2021, the Company entered into a definitive agreement for a business combination with Heliogen, Inc. (“Heliogen”) a leading provider of AI-enabled concentrated solar power. Following the business combination, the Company expects to be renamed “Heliogen, Inc.” and will remain listed on the New York Stock Exchange under the new ticker symbol “HLGN”. The business combination is structured as a statutory merger of the Company and Heliogen, with Heliogen surviving the merger as a wholly owned subsidiary of the Company. All of Heliogen’s stockholders are expected to rollover their equity into the combined company and to receive shares of the Company’s Class A common stock at closing as consideration. Completion of the proposed transaction is subject to customary closing conditions, including the approval of the Company’s and Heliogen’s respective stockholders and regulatory approvals, and is expected to occur in the fourth calendar quarter of 2021. In connection with the execution of the definitive business combination agreement, the Company entered into subscription agreements, dated on or about July 6, 2021 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 16,500,000 shares of common stock, for a purchase price of $10.00 per share, for an aggregate purchase price of $165,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the business combination. The obligations of each party to consummate the transactions pursuant to the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the business combination. On August 30, 2021, the Company received a litigation demand letter (the “Class Vote Demand”) on behalf of Athena stockholder FWD LKNG GDD Irrevocable Trust. The Demand alleges that the Company violated Section 242(b)(2) of the Delaware General Corporation Law by not requiring separate class votes for holders of the Company’s Class A and Class B Common Stock in connection with the Company’s proposed transaction with Heliogen, Inc (“Heliogen”). According to the Class Vote Demand, a class vote is required under Section 242(b)(2) because consideration to the stockholders of Heliogen will be paid in newly issued Common Stock, following elimination of the Class B Common Stock. While such separate class vote is not required pursuant to Section 242(b)(2) of the DGCL, the Company has concluded that such separate class vote is advisable to prevent disruption to the proposed transaction with Heliogen, and to avoid the delay and expense of potential litigation and will amend its Form S-4 Registration Statement to reflect that change. Management believes that the ultimate outcome of the litigation demand will not have a material effect on these Financial Statements. Liquidity and Going Concern Consideration As of September 30, 2021, the Company had approximately $177,000 in its operating bank account, and a working capital deficit of approximately $2.1 million, which includes approximately $2.2 million of accrued professional fees not due to be paid until the consummation of the merger. The Company’s liquidity needs up to March 19, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 and offering costs and expenses paid for by related parties (see Note 6). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the Public Shares issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that all of the Public Shares should be classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. In connection with the change in presentation for the Public Shares, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock pro rata in the income (loss) of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to any previously presented financial statements. Impact of the Restatement The impact to the balance sheet as of March 19, 2021, the balance sheet as of March 31, 2021 and the balance sheet as of June 30, 2021 is presented below: As Reported Adjustment As Restated Balance Sheet as of March 19, 2021 Common Stock subject to possible redemption $ 227,542,138 $ 22,457,862 $ 250,000,000 Class A common stock, $0.0001 par value 295 (225 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,586,660 (5,586,660 ) — Accumulated Deficit (587,936 ) (16,870,977 ) (17,458,913 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,457,862 ) $ (17,457,861 ) Number of shares subject to redemption 22,754,214 2,245,786 25,000,000 Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 227,362,131 $ 22,637,869 $ 250,000,000 Class A common stock, $0.0001 par value 296 (226 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,766,666 (5,766,666 ) — Accumulated Deficit (767,937 ) (16,870,977 ) (17,638,914 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (22,637,869 ) $ (17,637,862 ) Number of shares subject to redemption 22,736,213 2,263,787 25,000,000 Statement of Operations for the three months ended March 31, 2021 Weighted average shares outstanding, redeemable Class A common stock 22,752,829 (19,419,496 ) 3,333,333 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ (0.06 ) $ (0.06 ) Weighted average shares outstanding, non-redeemable Class A and Class B common stock 8,992,369 (332,369 ) 8,660,000 Basic and diluted net income per share, non-redeemable Class A and Class B common stock (0.09 ) 0.03 (0.06 ) Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 228,381,200 $ 21,618,800 $ 250,000,000 Class A common stock, $0.0001 par value 286 (216 ) 70 Class B common stock, $0.0001 par value 857 — 857 Additional Paid in Capital 4,747,731 (4,747,731 ) — Retained Earnings (Accumulated Deficit) 251,127 (16,870,853 ) (16,619,726 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (21,618,800 ) $ (16,618,799 ) Number of shares subject to redemption 22,838,120 2,161,880 25,000,000 Statement of Operations for the three months ended June 30, 2021 Weighted average shares outstanding, redeemable Class A common stock 22,987,181 2,012,819 25,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.03 $ 0.03 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 11,529,334 (2,262,667 ) 9,266,667 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.09 $ (0.06 ) $ 0.03 Statement of Operations for the six months ended June 30, 2021 Weighted average shares outstanding, redeemable Class A common stock 22,738,853 (8,512,334 ) 14,226,519 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.01 $ 0.01 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 10,267,860 (1,302,850 ) 8,965,010 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.02 $ (0.01 ) $ 0.01

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q 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 interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Transaction costs amounted to $14,203,291, of which $566,948 were allocated to expense associated with the warrant liability. Common Stock Subject to Possible Redemption All of the 25,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021 and December 31, 2020, since all the shares of Class A common stock all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These 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. The provision for income taxes was deemed to be de minimis for the nine months ended September 30, 2021. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations includes a presentation of net loss per share for Class A and Class B common Stock. Net loss per share for Class A and Class B common stock, basic and diluted, is calculated by dividing the proportionate share of net loss by the weighted average number of shares outstanding for the period. Reconciliation of Net Loss per Common Share The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Nine Months Class A Common Stock Numerator: Net loss allocable to Class A common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class B common stock (1,440,948 ) (1,753,788 ) Proportionate share of net loss $ (4,322,845 ) $ (3,758,117 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 25,700,000 18,357,143 Basic and diluted net loss per share $ (0.17 ) $ (0.20 ) Class B Common Stock Numerator: Net loss allocable to Class B common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class A common stock (4,322,845 ) (3,758,117 ) Proportionate share of net loss $ (1,440,948 ) $ (1,753,788 ) Weighted average shares outstanding, basic and diluted 8,566,667 8,566,667 Basic and diluted net loss per common share $ (0.17 ) $ (0.20 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Public Units On March 19, 2021, the Company sold 25,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of 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 closing of the IPO and 30 days after the completion of the initial Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. 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 has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stocks issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at a newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 700,000 Private Placement Units at a price of $10.00 per Private Placement Units, for an aggregate purchase price of $7,000,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust. Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-third of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Public Units sold in the IPO.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 9,816,667 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). Up to 1,250,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On May 3, 2021, the underwriters’ over-allotment option expired, not having been exercised, and accordingly, the 1,250,000 Founder Shares were forfeited (see Note 8). The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the Lock-up. Due to Related Party Commencing on the date the securities of the Company were first listed on the New York Stock Exchange, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. A total of $64,516 has been accrued as of September 30, 2021. Promissory Note — Related Party On January 8, 2021, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. The Company did not draw down any amounts under the promissory note. The Sponsor and certain affiliates of the Sponsor have instead made payments for offering costs and expenses on behalf of the Company which were fully reimbursed as of September 30, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with an intended 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 on a non-interest-bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it would repay the Working Capital Loans. In the event that the initial 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 units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At September 30, 2021, no Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Units (including securities contained therein), which will be issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Placement Units and (iii) Private Placement Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement that were 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 registers 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 its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On March 19, 2021, the Company paid an underwriting discount of $5,000,000. Additionally, the underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, see Note 1, Merger Agreement for the litigation demand.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Note 8 — Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the 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. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such 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, 25% of the sum of the total number of all shares of common stock outstanding (including the Private Placement Shares) 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 initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any Private Placement Units and their underlying securities issued to the Sponsor or its affiliates upon conversion of the Working Capital Loans made to the Company).

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Prices In Significant Other Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 250,013,873 $ 250,013,873 $ — $ — Liabilities: Public Warrants Liability $ 11,333,332 $ 11,333,332 $ — $ — Private Placement Warrants Liability 317,333 — 317,333 — $ 11,650,665 $ 11,333,332 $ 317,333 $ — The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Public Warrants and Private Warrants on March 19, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, due to the use of unobservable inputs. As of May 9, 2021, when they began trading separately, the Public Warrants were classified as Level 1 due to use of the observed trading price of the separated Public Warrants, and the Private Warrants were classified as Level 2 due to the use of observed price of the Public Warrants which are considered similar liabilities for fair value measurement. The following table presents the changes Level 3 liabilities for the nine months ended September 30, 2021: Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 10,258,582 Change in fair value of public and private warrants (2,805,582 ) Transfer of public warrants to level 1 (7,250,000 ) Transfer of private warrants to level 2 (203,000 ) Fair Value at September 30, 2021 $ — The key inputs into the Monte Carlo simulation as of March 19, 2021 were as follows: Inputs (Initial Risk-free interest rate 1.38 % Expected term remaining (years) 6.41 Expected volatility 25.0 % Stock price $ 10.00

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 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. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 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 interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.
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. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Transaction costs amounted to $14,203,291, of which $566,948 were allocated to expense associated with the warrant liability.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 25,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021 and December 31, 2020, since all the shares of Class A common stock all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These 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. The provision for income taxes was deemed to be de minimis for the nine months ended September 30, 2021.
Net Income Per Common Share	Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations includes a presentation of net loss per share for Class A and Class B common Stock. Net loss per share for Class A and Class B common stock, basic and diluted, is calculated by dividing the proportionate share of net loss by the weighted average number of shares outstanding for the period.
Reconciliation of Net Income per Common Share	Reconciliation of Net Loss per Common Share The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Nine Months Class A Common Stock Numerator: Net loss allocable to Class A common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class B common stock (1,440,948 ) (1,753,788 ) Proportionate share of net loss $ (4,322,845 ) $ (3,758,117 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 25,700,000 18,357,143 Basic and diluted net loss per share $ (0.17 ) $ (0.20 ) Class B Common Stock Numerator: Net loss allocable to Class B common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class A common stock (4,322,845 ) (3,758,117 ) Proportionate share of net loss $ (1,440,948 ) $ (1,753,788 ) Weighted average shares outstanding, basic and diluted 8,566,667 8,566,667 Basic and diluted net loss per common share $ (0.17 ) $ (0.20 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of impact of the restatement	As Reported Adjustment As Restated Balance Sheet as of March 19, 2021 Common Stock subject to possible redemption $ 227,542,138 $ 22,457,862 $ 250,000,000 Class A common stock, $0.0001 par value 295 (225 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,586,660 (5,586,660 ) — Accumulated Deficit (587,936 ) (16,870,977 ) (17,458,913 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,457,862 ) $ (17,457,861 ) Number of shares subject to redemption 22,754,214 2,245,786 25,000,000 Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 227,362,131 $ 22,637,869 $ 250,000,000 Class A common stock, $0.0001 par value 296 (226 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,766,666 (5,766,666 ) — Accumulated Deficit (767,937 ) (16,870,977 ) (17,638,914 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (22,637,869 ) $ (17,637,862 ) Number of shares subject to redemption 22,736,213 2,263,787 25,000,000 Statement of Operations for the three months ended March 31, 2021 Weighted average shares outstanding, redeemable Class A common stock 22,752,829 (19,419,496 ) 3,333,333 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ (0.06 ) $ (0.06 ) Weighted average shares outstanding, non-redeemable Class A and Class B common stock 8,992,369 (332,369 ) 8,660,000 Basic and diluted net income per share, non-redeemable Class A and Class B common stock (0.09 ) 0.03 (0.06 ) Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 228,381,200 $ 21,618,800 $ 250,000,000 Class A common stock, $0.0001 par value 286 (216 ) 70 Class B common stock, $0.0001 par value 857 — 857 Additional Paid in Capital 4,747,731 (4,747,731 ) — Retained Earnings (Accumulated Deficit) 251,127 (16,870,853 ) (16,619,726 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (21,618,800 ) $ (16,618,799 ) Number of shares subject to redemption 22,838,120 2,161,880 25,000,000 Statement of Operations for the three months ended June 30, 2021 Weighted average shares outstanding, redeemable Class A common stock 22,987,181 2,012,819 25,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.03 $ 0.03 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 11,529,334 (2,262,667 ) 9,266,667 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.09 $ (0.06 ) $ 0.03 Statement of Operations for the six months ended June 30, 2021 Weighted average shares outstanding, redeemable Class A common stock 22,738,853 (8,512,334 ) 14,226,519 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.01 $ 0.01 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 10,267,860 (1,302,850 ) 8,965,010 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.02 $ (0.01 ) $ 0.01

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common share	Three Months Nine Months Class A Common Stock Numerator: Net loss allocable to Class A common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class B common stock (1,440,948 ) (1,753,788 ) Proportionate share of net loss $ (4,322,845 ) $ (3,758,117 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 25,700,000 18,357,143 Basic and diluted net loss per share $ (0.17 ) $ (0.20 ) Class B Common Stock Numerator: Net loss allocable to Class B common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class A common stock (4,322,845 ) (3,758,117 ) Proportionate share of net loss $ (1,440,948 ) $ (1,753,788 ) Weighted average shares outstanding, basic and diluted 8,566,667 8,566,667 Basic and diluted net loss per common share $ (0.17 ) $ (0.20 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of company's assets and liabilities	September 30, Quoted Prices In Significant Other Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 250,013,873 $ 250,013,873 $ — $ — Liabilities: Public Warrants Liability $ 11,333,332 $ 11,333,332 $ — $ — Private Placement Warrants Liability 317,333 — 317,333 — $ 11,650,665 $ 11,333,332 $ 317,333 $ —
Schedule of changes level 3 liabilities	Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 10,258,582 Change in fair value of public and private warrants (2,805,582 ) Transfer of public warrants to level 1 (7,250,000 ) Transfer of private warrants to level 2 (203,000 ) Fair Value at September 30, 2021 $ —
Schedule of changes in fair value of warrant liabilities	Inputs (Initial Risk-free interest rate 1.38 % Expected term remaining (years) 6.41 Expected volatility 25.0 % Stock price $ 10.00

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	May 19, 2021	Mar. 19, 2021	Sep. 30, 2021
Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 245,000,000
Generating gross proceeds			7,000,000
Transaction cost			14,203,291
Underwriting discount			5,000,000
Deferred underwriting discount			8,750,000
Other offering costs			453,291
Derivative liability			$ 566,948
Business combination, description			Following the closing of the IPO on March 19, 2021, $250,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination prior to March 19, 2023 (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the combination period or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.
Interest to pay dissolution expenses			$ 100,000
Trust account, description			(i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Operating bank account			$ 177,000
Working capital			2,100,000
Accrued professional fees			$ 2,200,000
Capital contribution		$ 25,000
Deferred offering costs		$ 300,000
Initial Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		25,000,000
Shares issued price per share (in Dollars per share)		$ 10
Gross proceeds	$ 250,000,000
Share price (in Dollars per share)			$ 11.5
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)			10
Share price (in Dollars per share)			$ 10
Sale of stock (in Shares)			700,000
Generating gross proceeds			$ 7,000,000
Subscription Agreements [Member]
Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)			$ 10
Purchase an aggregate shares (in Shares)			16,500,000
Aggregate purchase price			$ 165,000,000

Restatement of Previously Iss_3

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

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Mar. 19, 2021
As Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock subject to possible redemption	$ 228,381,200	$ 227,362,131	$ 228,381,200	$ 227,542,138
Class A common stock, $0.0001 par value	286	296	286	295
Class B common stock, $0.0001 par value	857	982	857	982
Additional Paid in Capital	4,747,731	5,766,666	4,747,731	5,586,660
Retained Earnings (Accumulated Deficit)	251,127	(767,937)	251,127	(587,936)
Total Stockholders’ Equity (Deficit)	$ 5,000,001	$ 5,000,007	$ 5,000,001	$ 5,000,001
Number of shares subject to redemption (in Shares)	22,838,120	22,736,213	22,838,120	22,754,214
Weighted average shares outstanding, redeemable Class A common stock (in Shares)	22,987,181	22,752,829	22,738,853
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share)	$ 0	$ 0	$ 0
Weighted average shares outstanding, non-redeemable Class A and Class B common stock (in Shares)	11,529,334	8,992,369	10,267,860
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share)	$ 0.09	$ (0.09)	$ 0.02
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock subject to possible redemption	$ 21,618,800	$ 22,637,869	$ 21,618,800	$ 22,457,862
Class A common stock, $0.0001 par value	(216)	(226)	(216)	(225)
Class B common stock, $0.0001 par value
Additional Paid in Capital	(4,747,731)	(5,766,666)	(4,747,731)	(5,586,660)
Retained Earnings (Accumulated Deficit)	(16,870,853)	(16,870,977)	(16,870,853)	(16,870,977)
Total Stockholders’ Equity (Deficit)	$ (21,618,800)	$ (22,637,869)	$ (21,618,800)	$ (22,457,862)
Number of shares subject to redemption (in Shares)	2,161,880	2,263,787	2,161,880	2,245,786
Weighted average shares outstanding, redeemable Class A common stock (in Shares)	2,012,819	(19,419,496)	(8,512,334)
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share)	$ 0.03	$ (0.06)	$ 0.01
Weighted average shares outstanding, non-redeemable Class A and Class B common stock (in Shares)	(2,262,667)	(332,369)	(1,302,850)
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share)	$ (0.06)	$ 0.03	$ (0.01)
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock subject to possible redemption	$ 250,000,000	$ 250,000,000	$ 250,000,000	$ 250,000,000
Class A common stock, $0.0001 par value	70	70	70	70
Class B common stock, $0.0001 par value	857	982	857	982
Additional Paid in Capital
Retained Earnings (Accumulated Deficit)	(16,619,726)	(17,638,914)	(16,619,726)	(17,458,913)
Total Stockholders’ Equity (Deficit)	$ (16,618,799)	$ (17,637,862)	$ (16,618,799)	$ (17,457,861)
Number of shares subject to redemption (in Shares)	25,000,000	25,000,000	25,000,000	25,000,000
Weighted average shares outstanding, redeemable Class A common stock (in Shares)	25,000,000	3,333,333	14,226,519
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share)	$ 0.03	$ (0.06)	$ 0.01
Weighted average shares outstanding, non-redeemable Class A and Class B common stock (in Shares)	9,266,667	8,660,000	8,965,010
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share)	$ 0.03	$ (0.06)	$ 0.01

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement (Parentheticals) - As Restated [Member] - $ / shares	Jun. 30, 2021	Mar. 31, 2021	Mar. 19, 2021
Class A Common Stock [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Class B Common Stock [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001

Significant Accounting Polici_3

Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Accounting Policies (Details) [Line Items]
Transaction costs	$ 14,203,291
Warrant liability	566,948
Federal depository insurance coverage	$ 250,000
Class A Common Stock [Member]
Accounting Policies (Details) [Line Items]
Common stock units sold (in Shares) | shares	25,000,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Numerator: Net loss allocable to Class A common stock
Net loss	$ (5,763,793)	$ (5,511,905)
Less: Allocation of net loss to Class B common stock	(1,440,948)	(1,753,788)
Proportionate share of net loss	$ (4,322,845)	$ (3,758,117)
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	25,700,000	18,357,143
Basic and diluted net loss per share (in Dollars per share)	$ (0.17)	$ (0.2)
Numerator: Net loss allocable to Class B common stock
Net loss	$ (5,763,793)	$ (5,511,905)
Less: Allocation of net loss to Class A common stock	(4,322,845)	(3,758,117)
Proportionate share of net loss	$ (1,440,948)	$ (1,753,788)
Weighted average shares outstanding, basic and diluted (in Shares)	8,566,667	8,566,667
Basic and diluted net loss per common share (in Dollars per share)	$ (0.17)	$ (0.2)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 19, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Warrant expire term		5 years
Redemption of warrants description		Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;    ●at a price of $0.01 per warrant;    ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and    ●if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders.
Exercise price of warrant, percentage		115.00%
Series of Individually Immaterial Business Acquisitions [Member]
Initial Public Offering (Details) [Line Items]
Initial Business Combination issued price		$ 9.2
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	25,000,000
Purchase price per unit	$ 10
Generating gross proceeds (in Dollars)	$ 250,000,000
Public units, description		Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).
Class A common stock [Member]
Initial Public Offering (Details) [Line Items]
Purchase price per unit		$ 11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate of purchase shares (in Shares) | shares	700,000
Price per share	$ 10
Aggregate of purchase price (in Dollars) | $	$ 7,000,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	May 03, 2021	Jan. 08, 2021	Dec. 28, 2020	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Business combination, description				Following the closing of the IPO on March 19, 2021, $250,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination prior to March 19, 2023 (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the combination period or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.
Office space				$ 10,000
Accrued total				64,516
Cover expenses		$ 300,000
Working capital loans				$ 1,500,000
Business combination entity price (in Dollars per share)				$ 10
Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Sponsor payment			$ 25,000
Price per share (in Dollars per share)			$ 0.003
Shares consideration (in Shares)			9,816,667
Shares subject to forfeiture (in Shares)	1,250,000		1,250,000
Business combination, description				(i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the Lock-up.
Class B common stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value (in Dollars per share)				$ 0.0001	$ 0.0001
Class B common stock [Member] | Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value (in Dollars per share)			$ 0.0001

Commitments and Contingencies (

Commitments and Contingencies (Details)	1 Months Ended
	Mar. 19, 2021USD ($)
Commitments and Contingencies (Details) [Line Items]
Underwriting discount	$ 5,000,000
Deferred underwriting fee percentage	3.50%
Gross proceeds	$ 8,750,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	May 03, 2021	Dec. 31, 2020
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, share issued			0
Common stock, shares outstanding	700,000
Converted basis percentage	25.00%
Over-Allotment Option [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Share forfeited		1,250,000
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	300,000,000
Common stock par value (in Dollars per share)	$ 0.0001
Common stock, share issued	700,000
Common stock, shares outstanding			0
Excluded outstanding shares	25,000,000
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	20,000,000		20,000,000
Common stock par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, share issued	8,566,667		9,816,667
Common stock, shares outstanding	8,566,667		9,816,667
Aggregate share			9,816,667
Subject forfeiture share			1,250,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of company's assets and liabilities	9 Months Ended
	Sep. 30, 2021USD ($)
Liabilities:
Total liabilities	$ 11,650,665
U.S. Money Market held in Trust Account [Member]
Assets:
Total assets	250,013,873
Public Warrants Liability [Member]
Liabilities:
Total liabilities	11,333,332
Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities	317,333
Quoted Prices In Active Markets (Level 1) [Member]
Liabilities:
Total liabilities	11,333,332
Quoted Prices In Active Markets (Level 1) [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Total assets	250,013,873
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants Liability [Member]
Liabilities:
Total liabilities	11,333,332
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Total liabilities	317,333
Significant Other Observable Inputs (Level 2) [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Total assets
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liability [Member]
Liabilities:
Total liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities	317,333
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Total assets
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liability [Member]
Liabilities:
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes level 3 liabilities - Level 3 [Member]	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) - Schedule of changes level 3 liabilities [Line Items]
Fair Value beginning
Fair Value ending
Initial fair value of public and private warrants	10,258,582
Change in fair value of public and private warrants	(2,805,582)
Transfer of public warrants to level 1	(7,250,000)
Transfer of private warrants to level 2	$ (203,000)

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities	12 Months Ended
	Mar. 19, 2021$ / shares
Schedule of changes in fair value of warrant liabilities [Abstract]
Risk-free interest rate	1.38%
Expected term remaining (years)	6 years 4 months 28 days
Expected volatility	25.00%
Stock price (in Dollars per share)	$ 10