RXR Acquisition (RXRA) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 17, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	RXR Acquisition Corp.
Entity Central Index Key	0001840463
Entity File Number	001-40148
Entity Tax Identification Number	86-1258996
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	RXRA
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	NY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	RXRAU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	RXRAW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

BALANCE SHEET

BALANCE SHEET	Mar. 31, 2021USD ($)
Current assets:
Cash	$ 1,177,494
Prepaid expenses	631,139
Total current assets	1,808,633
Investments held in Trust Account	345,001,094
Total Assets	346,809,727
Current liabilities:
Accounts payable	33,143
Accrued expenses	385,443
Franchise tax payable	48,269
Total current liabilities	466,855
Derivative warrant liabilities	12,636,000
Deferred underwriting commissions	12,075,000
Total Liabilities	25,177,855
Commitments and Contingencies
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; 34,500,000 shares issued and outstanding, subject to possible redemption at $10.00 per share	345,000,000
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(23,368,991)
Total stockholders' deficit	(23,368,128)
Total Liabilities and Stockholders' Deficit	346,809,727
Common Class B [member]
Stockholders' Equity (Deficit):
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 8,625,000 shares issued and outstanding	863
Total stockholders' deficit	$ 863

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Mar. 31, 2021$ / sharesshares
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	2,500,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [member]
Temporary equity par or stated value per share | $ / shares	$ 0.0001
Temporary equity shares authorized	250,000,000
Temporary equity shares issued	34,500,000
Temporary equity shares outstanding	34,500,000
Temporary equity redemption price per share | $ / shares	$ 10
Common Class B [member]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	25,000,000
Common stock shares issued	8,625,000
Common stock shares outstanding	8,625,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 69,901
General and administrative expenses - related party	9,032
Franchise tax expenses	48,269
Loss from operations	(127,202)
Other income (expense)
Change in fair value of derivative warrant liabilities	1,026,670
Offering costs associated with derivative warrant liabilities	(424,230)
Income from investments held in Trust Account	1,094
Total other income (expense), net	603,534
Earnings before income taxes	476,332
Income tax expense	0
Net income allocable to common shareholders	476,332
Common Class A [Member]
Other income (expense)
Net income allocable to common shareholders	$ (23,095,122)
Weighted average shares outstanding of common stock | shares	33,000,000
Basic and diluted net loss per share | $ / shares	$ (0.70)
Common Class B [Member]
Other income (expense)
Net income allocable to common shareholders	$ (5,400,666)
Weighted average shares outstanding of common stock | shares	7,716,867
Basic and diluted net loss per share | $ / shares	$ (0.70)

STATEMENT OF CHANGES IN CLASS A

STATEMENT OF CHANGES IN CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Mar. 31, 2021 - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class A common stock subject to possible redemption [member]	Common Class B [member]
Beginning balance at Jan. 04, 2021
Beginning balance, Shares at Jan. 04, 2021
Issuance of Class B common stock to Sponsor	25,000	24,137			$ 863
Issuance of Class B common stock to Sponsor, Shares					8,625,000
Sale of units in initial public offering,less allocation to derivative warrant liabilities, gross				$ 337,686,000
Sale of units in initial public offering,less allocation to derivative warrant liabilities, gross, Shares				34,500,000
Offering costs				$ (19,106,790)
Excess cash received over the fair value of private placement warrants	2,551,330	2,551,330
Deemed dividend to Class A stockholders	(26,420,790)	$ (2,575,467)	(23,845,323)	26,420,790
Net income	476,332		476,332		$ (5,400,666)
Ending balance at Mar. 31, 2021	$ (23,368,128)		$ (23,368,991)	$ 345,000,000	$ 863
Ending balance, Shares at Mar. 31, 2021				34,500,000	8,625,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 476,332
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(1,026,670)
Offering costs associated with derivative warrant liabilities	424,230
Income from investments held in Trust Account	(1,094)
Changes in operating assets and liabilities:
Prepaid expenses	(631,139)
Accounts payable	26,062
Accrued expenses	15,443
Franchise tax payable	48,269
Net cash used in operating activities	(668,567)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	150,000
Repayment of note payable to related party	(150,000)
Proceeds received from initial public offering, gross	345,000,000
Proceeds received from private placement	8,900,000
Offering costs paid	(7,078,939)
Net cash provided by financing activities	346,846,061
Net change in cash	1,177,494
Cash - beginning of the period	0
Cash - end of the period	1,177,494
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	7,081
Offering costs included in accrued expenses	370,000
Deferred underwriting commissions	12,075,000
Deemed dividend to Class A stockholders	(26,420,790)
Common Class A [member]
Cash Flows from Operating Activities:
Net income	(23,095,122)
Supplemental disclosure of noncash activities:
Deemed dividend to Class A stockholders	$ 26,420,790

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations RXR Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company’s sponsor is RXR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 5, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated its Initial Public Offering units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at per Unit, generating gross proceeds of million, and incurring offering costs of approximately million, of which million was for deferred underwriting commissions (Note 5). The Company granted the underwriters a 45-day Units at the Initial Public Offering price to cover over-allotments, if any. The underwriters exercised the over-allotment option in full and on March 16, 2021, purchasing an additional 4,500,000 Units (the “Over-Allotment Units”) and generating gross proceeds of $45.0 million. The Company incurred additional offering costs of approximately $2.5 million, of which approximately $1.6 million was for deferred underwriting commissions. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.0 million (Note 4). Simultaneously with the closing of the sale of Over-Allotment Units, the Company consummated the second closing of the Private Placement, resulting in the purchase of an additional 600,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $900,000. Upon the closing of the Initial Public Offering, the sale of Over-Allotment Units and the Private Placement, was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share (as prescribed by exchange listing standards). If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 8, 2023 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.2 million in cash, and working capital of approximately $1.4 million (not taking into account franchise tax obligations of approximately $48,000 that may be paid using investment income earned in the The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $150,000 under the Note (as defined in Note 4). The Company repaid the Note in full on March 8, 2021. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the sale of Over-Allotment Units and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 5, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying interim unaudited financial statements should be read in conjunction with the final prospectus of the Company filed with the SEC on March 5, 2021 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 had no cash equivalents held outside of the Trust Account as of March 31, 2021. 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 limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering, the sale of Over-Allotment Units and the Private Placement. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering, the sale of Over-Allotment Units and the Private Placement 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 Derivative Warrant liabilities and Class A Common Shares Subject to Possible Redemption The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 6,900,000 issued in connection with the Initial Public Offering and sale of Over-Allotment Units (the “Public Warrants”) and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on a SPAC’s balance sheet as opposed to equity. Upon their issuance on March 8, 2021, the Company’s warrants were accounted for as stockholder’s equity within the Company’s balance sheet based on the Company’s application of FASB ASC Topic 815-40, Derivatives 815-40”). However, Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2021. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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 Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period as calculated using the treasury stock method. At March 31, 2021, the Company had outstanding warrants to purchase up to 12,833,333 Class A common shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per common share since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period from January 5, 2021 (inception) through March 31, 2021. As of March 31, 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the period from January 5, 2021 (inception) through March 31, 2021, earnings and losses are adjusted for the effects of the excess cash received over the fair value of the private placement warrants and deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: For the period from January 5, 2021 Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (23,095,122 ) $ (5,400,666 ) Denominator: Basic and diluted weighted average common shares outstanding 33,000,000 7,716,867 Basic and diluted net income (loss) per common share $ (0.70 ) $ (0.70 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On March 8, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, of which $10.5 million was for deferred underwriting commissions. The Company granted the underwriters in the Initial Public Offering a 45-day Each Unit consists of one share of Class A common stock, and one-fifth

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On January 8, 2021, the Sponsor paid $25,000 to the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). On February 10, 2021 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.0 million. Simultaneously with the closing of the Over-Allotment Units on March 16, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an additional 600,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On January 8, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest 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 Company’s officers and directors (collectively, the “Lenders”) may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the Lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. The underwriters exercised the over-allotment option in full and on March 16, 2021, purchasing an additional 4,500,000 Units. The underwriters are entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering and sale of Over-Allotment Units. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 6 — Derivative Warrant Liabilities As of March 31, 2021, the Company had Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants (collectively, the Public Warrants and the Private Placement Warrants) have an exercise price of $11.50 per share, subject to adjustments, and will expire five years The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading 18.00 The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	3 Months Ended
	Mar. 31, 2021
Common Stock Subject To Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7 — Class A Common Stock Subject to Possible Redemption The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, which are subject to possible redemption. Holders of the Company’s Class A common stock have 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 management’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The Company’s amended and restated certificate of incorporation provides that in no event will the Company redeem its Class A common stock in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 (as prescribed by exchange listing standards). In addition, the proposed Initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration the Company would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Initial Business Combination exceed the aggregate amount of cash available to the Company, the Company will not complete the Initial Business Combination or redeem any shares in connection with such Initial Business Combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 8 — Shareholders’ Equity Preferred Stock Class B Common Stock — The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2021, there were 8,625,000 share of Class B common stock outstanding. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Money market fund s $ 345,001,094 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,762,000 Derivative warrant liabilities - Private placement warrants $ — $ — $ 5,874,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the period from January 5, 2021 (inception) through March 31, 2021. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model. For the period ended March 31, 2021, the Company recognized a gain in the statement of operations resulting from a decrease in the fair value of derivative warrant liabilities of approximately $1.0 million. The estimated fair value of the Public Warrants and the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at March 31, 2021: Exercise price $ 11.50 Stock price $ 9.65 Volatility 16.2 % Term 6.0 Risk-free rate 1.16 % The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the period from January 5, 2021 (inception) through March 31, 2021 is summarized as follows: Change in FV of warrant liabliities Derivative warrant liabilities at March 3, 2021 (inception) $ — Issuance of Public and Private Warrants 13,662,670 Change in fair value of derivative warrant liabilities (1,026,670 ) Derivative warrant liabilities at March 31, 2021 $ 12,636,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 5, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying interim unaudited financial statements should be read in conjunction with the final prospectus of the Company filed with the SEC on March 5, 2021
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 had no cash equivalents held outside of the Trust Account as of March 31, 2021.
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 limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering, the sale of Over-Allotment Units and the Private Placement. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering, the sale of Over-Allotment Units and the Private Placement 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
Derivative Warrant liabilities and Class A Common Shares Subject to Possible Redemption	Derivative Warrant liabilities and Class A Common Shares Subject to Possible Redemption The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 6,900,000 issued in connection with the Initial Public Offering and sale of Over-Allotment Units (the “Public Warrants”) and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on a SPAC’s balance sheet as opposed to equity. Upon their issuance on March 8, 2021, the Company’s warrants were accounted for as stockholder’s equity within the Company’s balance sheet based on the Company’s application of FASB ASC Topic 815-40, Derivatives 815-40”). However,
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2021. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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 Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period as calculated using the treasury stock method. At March 31, 2021, the Company had outstanding warrants to purchase up to 12,833,333 Class A common shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per common share since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period from January 5, 2021 (inception) through March 31, 2021. As of March 31, 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the period from January 5, 2021 (inception) through March 31, 2021, earnings and losses are adjusted for the effects of the excess cash received over the fair value of the private placement warrants and deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: For the period from January 5, 2021 Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (23,095,122 ) $ (5,400,666 ) Denominator: Basic and diluted weighted average common shares outstanding 33,000,000 7,716,867 Basic and diluted net income (loss) per common share $ (0.70 ) $ (0.70 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary Of Earnings And Losses Are Shared Pro Rata Between Two Classes of Common Shares	As of March 31, 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the period from January 5, 2021 (inception) through March 31, 2021, earnings and losses are adjusted for the effects of the excess cash received over the fair value of the private placement warrants and deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: For the period from January 5, 2021 Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (23,095,122 ) $ (5,400,666 ) Denominator: Basic and diluted weighted average common shares outstanding 33,000,000 7,716,867 Basic and diluted net income (loss) per common share $ (0.70 ) $ (0.70 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy of the Valuation Techniques	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Money market fund s $ 345,001,094 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,762,000 Derivative warrant liabilities - Private placement warrants $ — $ — $ 5,874,000
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements inputs at March 31, 2021: Exercise price $ 11.50 Stock price $ 9.65 Volatility 16.2 % Term 6.0 Risk-free rate 1.16 %
Schedule of Change in the Fair Value of the Derivative Warrant Liabilities	The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the period from January 5, 2021 (inception) through March 31, 2021 is summarized as follows: Change in FV of warrant liabliities Derivative warrant liabilities at March 3, 2021 (inception) $ — Issuance of Public and Private Warrants 13,662,670 Change in fair value of derivative warrant liabilities (1,026,670 ) Derivative warrant liabilities at March 31, 2021 $ 12,636,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Mar. 16, 2021	Mar. 08, 2021	Mar. 31, 2021
Proceeds from issuance initial public offering			$ 345,000,000
Percent of net assets held in the Trust Account			80.00%
Percent of issued and outstanding voting securities			50.00%
Redemption price per share			$ 10
Minimum net tangible assets required for redeem the Public Shares			$ 5,000,001
Percent of public shares restricted from redeeming its shares			15.00%
Percent of obligation to allow redemption in connection with a Business Combination			100.00%
Interest on dissolution expenses			$ 100,000
Per share value of the residual assets remaining available for distribution			$ 10
Stock price threshold limit			$ 10
Cash and cash equivalents			$ 1,177,494
Working capital			1,400,000
Deferred Tax Assets			48,000
Minimum amount for consummation of the initial public offering			25,000
Proceeds from related party debt		$ 150,000	150,000
Deferred underwriting commissions			12,075,000
Proceeds from issuance of warrants			8,900,000
Sponsor [Member] | Private Placement Warrant [Member]
Proceeds from issuance of warrants			900,000
IPO [Member]
Sale of stock, number of shares issued in transaction		30,000,000
Sale of stock, price per share		$ 10
Proceeds from issuance initial public offering		$ 300,000,000
Share offering cost		17,100,000
Deferred offering costs		$ 10,500,000	$ 12,100,000
Over-Allotment Option [Member]
Sale of stock, number of shares issued in transaction			4,500,000
Stock issued to underwriters during period	4,500,000
Gross proceeds from issue of common stock	$ 45,000,000
Offering costs	2,500,000
Deferred underwriting commissions	$ 1,600,000
Private Placement Warrant [Member]
Sale of stock, number of shares issued in transaction			5,333,333
Proceeds from issuance initial public offering			$ 8,000,000
Class of warrant or right, exercise price of warrants or rights			$ 1.50
Number of additional warrants issued			600,000
IPO and Private Placement [Member]
Sale of stock, price per share			$ 10
Proceeds from issuance initial public offering			$ 345,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary Of Earnings And Losses Are Shared Pro Rata Between Two Classes Of Common Shares (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator:
Allocation of net income (loss), as adjusted	$ 476,332
Common Class A [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ (23,095,122)
Denominator:
Basic and diluted weighted average common shares outstanding | shares	33,000,000
Basic and diluted net income (loss) per common share | $ / shares	$ (0.70)
Common Class B [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ (5,400,666)
Denominator:
Basic and diluted weighted average common shares outstanding | shares	7,716,867
Basic and diluted net income (loss) per common share | $ / shares	$ (0.70)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)shares
Cash, FDIC Insured Amount | $	$ 250,000
Cash equivalents held outside of trust account | $	$ 0
Common Class A [member]
Temporary equity shares outstanding	34,500,000
Warrant [Member]
Antidilutive securities	12,833,333
IPO [Member]
Derivative liabilities shares	6,900,000
Private Placement Warrants [Member]
Derivative liabilities shares	5,933,333

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 16, 2021	Mar. 08, 2021	Mar. 31, 2021
Proceeds from issuance initial public offering			$ 345,000,000
Deferred underwriting commissions			$ 12,075,000
Common Class A [Member]
Class of warrants or rights exercise price			$ 11.50
Common Class A [Member] | Public Warrants [Member]
Class of warrants or rights exercise price		$ 11.50	$ 11.50
IPO [Member]
Sale of stock, number of shares issued in transaction		30,000,000
Proceeds from issuance initial public offering		$ 300,000,000
Share offering cost		17,100,000
Deferred offering costs		$ 10,500,000	$ 12,100,000
Over-Allotment Option [Member]
Sale of stock, number of shares issued in transaction			4,500,000
Stock issued to underwriters during period	4,500,000
Gross proceeds from issue of common stock	$ 45,000,000
Offering costs	2,500,000
Deferred underwriting commissions	$ 1,600,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 08, 2021	Jan. 08, 2021	Mar. 31, 2021	Mar. 03, 2021	Feb. 10, 2021
Related Party Transaction [Line Items]
Minimum amount for consummation of the initial public offering			$ 25,000
Number of founder shares transferred					30,000
Stock sale price threshold limit			12
Amount agreed to cover expenses related to the initial public offering		$ 300,000
Proceeds from related party debt	$ 150,000		$ 150,000
Amount agreed to pay per month for office space, administrative and support services			10,000
Proceeds from issuance of warrants			8,900,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Loans may be convertible into warrants			$ 1,500,000
Convertible price per warrant			$ 1.50
Common Class A [Member]
Related Party Transaction [Line Items]
Class of warrants or rights exercise price			$ 11.50
Common Class B [Member]
Related Party Transaction [Line Items]
Minimum amount for consummation of the initial public offering		$ 25,000
Issuance of Class B common stock to Sponsor, Shares		7,187,500	8,625,000
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Common stock shares outstanding			8,625,000
Common Class B [Member] | Founder [Member]
Related Party Transaction [Line Items]
Common stock dividend per share				$ 0.2
Common stock shares outstanding			8,625,000
Private Placement Warrant [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from issuance of warrants			$ 900,000
Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction			5,333,333
Proceeds from warrant exercises			$ 8,000,000
Number of additional warrants issued			600,000
Class of warrants or rights exercise price			$ 1.50

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Mar. 16, 2021	Mar. 08, 2021	Mar. 31, 2021
IPO [Member]
Loss Contingencies [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		30,000,000
Underwriting Discount Of Per Unit			$ 0.20
Underwriting Discount Value			$ 6.9
Additional Fee Of Per Unit			$ 0.35
Deferred Offering Costs		$ 10.5	$ 12.1
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Sale of Stock, Number of Shares Issued in Transaction			4,500,000
Stock issued to underwriters during period	4,500,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 08, 2021
Common Class A [member]
Derivative Warrant Liabilities [Line Items]
Class of warrants or rights exercise price	$ 11.50
Public Warrants [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or rights outstanding	6,900,000
Public Warrants [Member] | Common Class A [member]
Derivative Warrant Liabilities [Line Items]
Period within which registration statement shall be filed after closure of business combination	15 days
Period within which registration statement shall be made effective after closure of business combination	60 days
Class of warrants or rights exercise price	$ 11.50	$ 11.50
Share price	$ 9.20
Number of consecutive trading days for determining the fair market value of common stock	10 days
Class of warrants or rights number of shares issuable for each unit of warrant	0.361
Class of warrants or rights maturity	5 years
Public Warrants [Member] | Common Class A [member] | Prospective Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Proceeds used for business combination as a percentage of total equity issue	60.00%
Number of trading days for determining the share price	20 days
Volume weighted average share price	$ 9.20
Public Warrants [Member] | Common Class A [member] | Prospective Warrant Redemption [Member] | Redemption Trigger Price One [Member]
Derivative Warrant Liabilities [Line Items]
Newly issued share price	$ 18
Exercise price as a percentage of newly issued share price	115.00%
Class of warrants or rights redemption price per warrant	$ 0.01
Minimum notice period to warrant holders	30 days
Number of days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Public Warrants [Member] | Common Class A [member] | Prospective Warrant Redemption [Member] | Redemption Trigger Price Two [Member]
Derivative Warrant Liabilities [Line Items]
Newly issued share price	$ 10
Exercise price as a percentage of newly issued share price	180.00%
Class of warrants or rights redemption price per warrant	$ 0.10
Minimum notice period to warrant holders	30 days
Public Warrants [Member] | After Business Combination [Member] | Common Class A [member]
Derivative Warrant Liabilities [Line Items]
Period after which the warrants are exercisable	30 days
Public Warrants [Member] | After Initial Public Offer [Member] | Common Class A [member]
Derivative Warrant Liabilities [Line Items]
Period after which the warrants are exercisable	12 months
Private Warrants [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or rights outstanding	5,933,333
Private Warrants [Member] | Common Class A [member]
Derivative Warrant Liabilities [Line Items]
Lock in period of warrants after business combination	30 days
Private Warrants [Member] | Common Class A [member] | Prospective Warrant Redemption [Member] | Maximum [Member]
Derivative Warrant Liabilities [Line Items]
Newly issued share price	$ 18
Private Warrants [Member] | Common Class A [member] | Prospective Warrant Redemption [Member] | Minimum [Member]
Derivative Warrant Liabilities [Line Items]
Newly issued share price	10
Private Warrants [Member] | Common Class A [member] | Prospective Warrant Redemption [Member] | Redemption Trigger Price Two [Member]
Derivative Warrant Liabilities [Line Items]
Newly issued share price	$ 10

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail)	Mar. 31, 2021USD ($)$ / sharesshares
Temporary Equity [Line Items]
Minimum net tangible assets required for redeem the Public Shares | $	$ 5,000,001
Common Class A [member]
Temporary Equity [Line Items]
Temporary equity par or stated value per share | $ / shares	$ 0.0001
Temporary equity shares authorized	250,000,000
Temporary equity shares issued	34,500,000
Temporary equity shares outstanding	34,500,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021$ / sharesshares	Mar. 31, 2021$ / sharesshares	Jan. 08, 2021$ / shares
Class of Stock [Line Items]
Preferred stock shares authorized	2,500,000	2,500,000
Preferred stock par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock shares conversion ratio from one class to another		1
Percentage of common stock issued and outstanding on the total after conversion from one class to another	20.00%	20.00%
Common Class A [member]
Class of Stock [Line Items]
Common stock shares voting rights	one vote
Common Class B [member]
Class of Stock [Line Items]
Common stock shares authorized	25,000,000	25,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares outstanding	8,625,000	8,625,000
Common stock shares voting rights	one vote

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Hierarchy of the Valuation Techniques (Detail)	Mar. 31, 2021USD ($)
Investments Held In Trust Money Market Funds [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 345,001,094
Derivative Warrant Liabilities [Member] | Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	6,762,000
Derivative Warrant Liabilities [Member] | Level 3 [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	$ 5,874,000

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - Private and Public Warrants [Member] - Fair Value, Inputs, Level 3 [Member]	3 Months Ended
	Mar. 31, 2021$ / shares
Fair Value, Option, Quantitative Disclosures [Line Items]
Exercise price	$ 11.50
Stock price	$ 9.65
Volatility	16.20%
Term	6 years
Risk-free rate	1.16%

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Private and Public Warrants [Member] - Fair value measurement input Level 3 [Member]	1 Months Ended
	Mar. 31, 2021USD ($)
Change in FV of warrant liabilities
Beginning Balance
Issuance of Public and Private Warrants	13,662,670
Change in fair value of derivative warrant liabilities	(1,026,670)
Ending Balance	$ 12,636,000

Fair value measurements - Addit

Fair value measurements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in the fair value of derivative warrant liabilities recognized in the income statement	$ 1,026,670
Private and Public Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Share based compensation by share based payment arrangement dividend rate percentage	0.00%
Fair Value, Inputs, Level 1 [Member] | Investments Held in Trust Money Market Funds and US Treasury Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Restricted investments term	185 days