Envoy Medical (COCH) 10-Q 12 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]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40133
Entity Registrant Name	Anzu Special Acquisition Corp I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1369123
Entity Address, Address Line One	12610 Race Track Road
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Tampa
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33626
City Area Code	202
Local Phone Number	742-5870
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001840877
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	ANZUU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ANZU
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		42,500,000
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ANZUW
Security Exchange Name	NASDAQ
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalent	$ 1,032,015	$ 25,000
Prepaid Expenses	889,972
Total Current Assets	1,921,986	25,000
Investments held in Trust Account	425,028,686
Deferred offering costs associated with proposed public offering		94,992
Total assets	426,950,673	119,992
Current liabilities:
Accounts payable	800,127	95,693
Accrued Expenses	1,972,961
Total current liabilities	2,773,088	95,693
Deferred underwriting fee payable	14,875,000
Derivative warrant liability	17,066,666
Total liabilities	34,714,754	95,693
Commitments and Contingencies
Class A common stock, $0.0001 par value; 42,500,000 and 0 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	425,000,000
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30,2021 and December 31, 2020
Additional paid-in capital		23,792
Retained earnings (accumulated deficit)	(32,765,144)	(701)
Total stockholders' equity	(32,764,081)	24,299
Total liabilities and stockholders' equity	426,950,673	119,992
Class B
Stockholders' Equity
Common stock value	$ 1,063	$ 1,208

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity, shares issued	42,500,000	0
Temporary equity, shares outstanding	42,500,000	0
Temporary equity authorized shares	100,000,000
Temporary equity par value	$ 0.0001	$ 0.0001
Temporary equity, price per share	10
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	400,000,000	400,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	40,000,000	40,000,000
Common shares, shares issued	10,625,000	12,075,000
Common shares, shares outstanding	10,625,000	12,075,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and Operating Costs	$ 2,986,458	$ 4,241,065
Loss from operations	(2,986,458)	(4,241,065)
Other income (expense):
Interest earned on marketable securities held in Trust Account	5,469	28,686
Offering costs allocated to warrant liabilities		(782,812)
Change in fair value of warrant liabilities	8,548,091	9,463,001
Net Income	5,567,102	4,467,810
Class A Common Stock
Other income (expense):
Net Income	$ 4,453,682	$ 3,376,797
Weighted average shares outstanding, basic and diluted	42,500,000	32,738,971
Basic and diluted net income (loss) per common stock	$ 0.10	$ 0.10
Weighted average shares outstanding, basic	42,500,000	32,738,971
Weighted average shares outstanding, diluted	42,500,000	32,738,971
Basic net income (loss) per common stock	$ 0.10	$ 0.10
Diluted net income (loss) per common stock	$ 0.10	$ 0.10
Class B
Other income (expense):
Net Income	$ 1,113,420	$ 1,091,013
Weighted average shares outstanding, basic	10,625,000	10,577,665
Weighted average shares outstanding, diluted	10,625,000	10,625,000
Basic net income (loss) per common stock	$ 0.10	$ 0.10
Diluted net income (loss) per common stock	$ 0.10	$ 0.10

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity - USD ($)	Class A Common StockAdditional Paid-in Capital	Class A Common StockAccumulated Deficit	Class A Common Stock	Class BCommon Stock	Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020				$ 1,208		$ 23,792	$ (701)	$ 24,299
Balance at the beginning (in shares) at Dec. 31, 2020				12,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Founder Shares				$ (145)		145
Forfeiture of Founder Shares (in shares)				(1,450,000)
Accretion for Class A common stock to redemption amount	$ (23,937)	$ (37,232,253)	$ (37,256,190)					(37,256,190)
Net Income			3,376,797		$ 1,091,013		4,467,810	4,467,810
Balance at the end at Sep. 30, 2021				$ 1,063		0	(32,765,144)	(32,764,081)
Balance at the end (in shares) at Sep. 30, 2021				10,625,000
Balance at the beginning at Jun. 30, 2021				$ 1,063		0	(38,332,246)	(38,331,183)
Balance at the beginning (in shares) at Jun. 30, 2021				10,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income			$ 4,453,682		$ 1,113,420	0	5,567,102	5,567,102
Balance at the end at Sep. 30, 2021				$ 1,063		$ 0	$ (32,765,144)	$ (32,764,081)
Balance at the end (in shares) at Sep. 30, 2021				10,625,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash flow from operating activities:
Net income	$ 4,467,810
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid expense	348,970
Change in fair value of warrant liabilities	(9,463,001)
Offering costs allocated to warrant liabilities	785,812
Interest earned on marketable securities held in Trust Account	(28,686)
Changes in operating assets and liabilities:
Prepaid expenses	(1,238,942)
Accounts payable	799,425
Accrued expenses	1,972,961
Net cash used in operating activities	(2,355,651)
Cash flows from investing activities:
Investment of cash in Trust Account	(425,000,000)
Net cash used in investing activities	(425,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, Gross	425,000,000
Proceeds from sale of Private Placement Warrants	12,500,000
Payment of offering costs	(9,137,334)
Net cash provided by financing activities	428,362,666
Net increase in cash	1,007,015
Cash at beginning of period	25,000
Cash at end of period	1,032,015
Supplemental disclosure of non-cash financing activities:
Initial classification of Class A common stock subject to possible redemption	425,000,000
Deferred underwriting fees payable	$ 14,875,000

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 - Organization and Business Operations Organization and General Anzu Special Acquisition Corp I (the “Company”) is a blank check company incorporated as a Delaware corporation on December 28, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue a Business Combination target in any industry, the Company currently intends to concentrate its efforts in identifying high-quality businesses with transformative technologies for industrial applications. Since completing the Company’s initial public offering (the “IPO”), the Company has reviewed, and continues to review, a number of opportunities to enter into a Business Combination with an operating business, but the Company is not able to determine at this time whether it will complete a Business Combination with any of the target businesses that the Company has reviewed or with any other target business. The Company intends to effectuate a Business Combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as defined below), the Company’s capital stock, debt, or a combination of cash, stock and debt. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 28, 2020 (inception) through September 30, 2021 relates to organizational activities and those necessary to identifying and evaluating prospective acquisition candidates for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of a Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The Company’s sponsor is Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”). Financing On March 4, 2021, the Company consummated the IPO of 42,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “public shares”) and, on April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of one warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to the Company of $425,000,000 (see Note 4 and Note 7). Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 12,400,000 warrants (the “Private Placement Warrants”) to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. Transaction costs of the IPO prior to the underwriters’ partial exercise of their over-allotment option amounted to $23,731,835 consisting of $8,400,000 of underwriting commissions, $14,700,000 of deferred underwriters’ commissions and $631,835 of other offering costs. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021 amounted to $280,500 consisting of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. Trust Account Following the closing of the IPO on March 4, 2021, $420,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account (the “Trust Account”). Following the closing of the underwriters’ over-allotment option on April 14, 2021, an additional $5,000,000 ($10.00 per Unit) from the net proceeds of the sale of the additional Units and Private Placement Warrants was placed in the Trust Account. The funds in the Trust Account are invested in a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (1) the Company’s completion of a Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated 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 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed a Business Combination by March 4, 2023, subject to applicable law. Based on current interest rates, the Company expects that interest earned on the Trust Account will be sufficient to pay taxes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the IPO, although substantially all of the net proceeds from the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination, either (i) in connection with a stockholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two The decision as to whether the Company will seek stockholder approval of a Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the shares of common stock voted are voted in favor of a Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. The Company has until March 4, 2023 (or such longer period as provided in an amendment to the Company’s amended and restated certificate of incorporation approved by the Company’s stockholders (an “Extension Period”)) to complete its initial Business Combination. If the Company does not complete a Business Combination by March 4, 2023, or during any Extension Period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per public share initially held in the Trust Account. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity As of September 30, 2021, the Company had approximately $1,032,015 in its operating bank accounts and working capital deficit of $(851,101). Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 6), and the 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 Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. The Company may need to raise additional funds through loans from its Sponsor and/or third parties in order to meet the expenditures required for operating its business. If the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the initial business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed 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.

Revision of Previously Issued F

Revision of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Revision of Previously Issued Financial Statements
Revision of Previously Issued Financial Statements	Note 2 – Revision of Previously Issued Financial Statements In preparation of the Company's unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff's guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001 . Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ over-allotment option can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. 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 Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company has revised the unaudited condensed financial statements for the affected interim periods ended June 30, 2021, March 31, 2021, and as reported in the Company’s Form 8-K filed on March 4, 2021 in this report. There has been no change in the Company’s total assets, liabilities, or operating results. The impact to the Statement of Cash Flows is isolated to the non-cash disclosures that were previously disclosed. The impact of the revision on the Company’s financial statements is reflected in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Reported Adjustment ​ As Revised Balance Sheet as of March 4, 2021 (audited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 377,542,440 ​ $ 42,457,560 ​ $ 420,000,000 Class A ​ $ 425 ​ $ (425) ​ $ — Class B ​ $ 1,208 ​ $ — ​ $ 1,208 Additional paid-in capital ​ $ 5,793,684 ​ $ (5,793,684) ​ $ — Retained earnings (Accumulated deficit) ​ $ (795,314) ​ $ (36,663,451) ​ $ (37,458,765) Total Stockholders’ Equity ​ $ 5,000,003 ​ $ (42,457,560) ​ $ (37,457,557) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 376,744,830 ​ $ 43,255,170 ​ $ 420,000,000 Class A ​ $ 3,823 ​ $ (3,823) ​ $ — Class B ​ $ 1,208 ​ $ — ​ $ 1,208 Additional paid-in capital ​ $ 6,466,116 ​ $ (6,466,116) ​ $ — Retained earnings (Accumulated deficit) ​ $ (1,471,137) ​ $ (36,785,232) ​ $ (38,256,369) Total Stockholders' Equity ​ $ 5,000,010 ​ $ (43,255,171) ​ $ (38,255,161) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 381,668,810 ​ $ 43,331,190 ​ $ 425,000,000 Class A ​ $ 434 ​ $ (434) ​ $ — Class B ​ $ 1,063 ​ $ — ​ $ 1,063 Additional paid-in capital ​ $ 6,098,503 ​ $ (6,098,503) ​ $ — Retained earnings (Accumulated deficit) ​ $ (1,099,993) ​ $ (37,232,253) ​ $ (38,332,246) Total Stockholders' Equity ​ $ 5,000,007 ​ $ (43,331,190) ​ $ (38,331,183) ​ In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company 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 either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statement, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,032,015 and $25,000 in cash and cash equivalents as of September 30, 2021, and December 31, 2020, respectively. Investments Held in Trust Account The Company's portfolio of investments is comprised 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 and generally have a readily determinable fair value, or a combination thereof. When the Company's investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are 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 are classified as shareholders' 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, at September 30, 2021, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's balance sheet. There were no Class A common stock issued or outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. For additional information please refer to Note 2. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021, amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of September 30, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s unaudited condensed statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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. US 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. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using Monte-Carlo simulations at the date of issuance. As of September 30, 2021, the Company's public warrants were measured based on quoted prices in active markets, and the private placement warrants were measured based on unobservable inputs in which little or no market data exists. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. A reconciliation of net income (loss) per common stock is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ending 9/30/21 ​ Nine Months Ending 9/30/21 ​ Class A - temp Class B Class A - temp Class B Allocation of net income (loss) $ 4,453,682 $ 1,113,420 $ 3,376,797 $ 1,091,013 Weighted average shares outstanding, basic ​ 42,500,000 ​ 10,625,000 ​ 32,738,971 ​ 10,577,665 Basic net income (loss) per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 Weighted average shares outstanding, diluted ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ 32,738,971 ​ ​ 10,625,000 Diluted net income (loss) per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ 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 tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis, as well as the deferred tax assets 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company has not adopted this standard in the current period and is in the process of evaluating its impact. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 4 - Initial Public Offering On March 4, 2021, the Company consummated the IPO of 42,000,000 Units. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of one warrant of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The underwriters had a 45-day option to purchase up to an additional 6,300,000 Units to cover over-allotments. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement
Private Placement	Note 5 - Private Placement Simultaneously with the closing of the IPO on March 4, 2021, the Company completed the private sale of an aggregate of 12,400,000 Private Placement Warrants to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. If the Company does not complete a Business Combination by March 4, 2023, or during any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 6 - Related Party Transactions Founder Shares On December 30, 2020, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate purchase price of $25,000. On February 19, 2021, the Company effected a stock dividend of 2,875,000 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 10,062,500 Founder Shares. On March 1, 2021, the Company effected a stock dividend of 2,012,500 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 12,075,000 Founder Shares. The Founder Shares included an aggregate of up to 1,575,000 shares that were subject to forfeiture depending on the extent that the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option. As a result, the 10,625,000 Founder Shares issued and outstanding as of September 30, 2021, are not subject to forfeiture. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or Class A common stock received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 30, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. The Company had no borrowings under the promissory note at September 30, 2021 or December 31, 2020. The facility is no longer available. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021 and December 31, 2020 , the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company has agreed, commencing on March 1, 2021, to pay an affiliate of the Company’s Sponsor a fixed amount of $40,521 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. There was no accrual for administrative service fees as of September 30, 2021 or December 31, 2020. The Company has incurred costs of $121,563 and $283,647 for the three and nine months ended September 30, 2021, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 7 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A 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) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 6,300,000 Units to cover over-allotments, if any. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. On March 4, 2021 and April 14, 2021, the underwriters were paid a fixed underwriting discount of $8,400,000 and $100,000, respectively. In addition, the underwriters are entitled to a deferred discount of $0.35 per Unit, or $14,875,000 in the aggregate. The deferred discount 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.

Class A Common stock Subject to

Class A Common stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Class A Common stock Subject to Possible Redemption
Class A Common stock Subject to Possible Redemption	Note 8 - Class A Common stock Subject to Possible Redemption 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 future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company's Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 42,500,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. These shares are valued at the IPO price of $10 per share, due to the shareholder rights to the trust proceeds, for a total of $425,000,000 as of September 30, 2021. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 425,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (14,026,667) Class A common stock issuance costs ​ (23,229,523) Plus: ​ Accretion of carrying value to redemption value ​ 37,256,190 Class A common stock subject to possible redemption ​ $ 425,000,000 ​

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity
Stockholders' Equity	Note 9 - Stockholders’ Equity Preferred Stock Class A Common Stock common outstanding Class B Common Stock the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of up to 12,075,000 shares of Class B common stock, of which an aggregate of up to 1,575,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Class B common stock will equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 shares of Class B common stock following the expiration of the unexercised portion of underwriters’ over-allotment option. Only holders of the Class B common stock have the right to vote on the election of directors prior to a Business Combination. 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 otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A common stock will be adjusted (subject to waiver by holders of a majority of the Class B common stock) so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the IPO plus the number of shares of Class A common stock and equity- linked securities issued or deemed issued in connection with a Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 10 – Fair Value Measurements Level 1 assets include investments in money market funds that invest solely in U.S. Government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of July 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As of September 30, 2021, total of $8 million warrant liabilities had been transferred from Level 3 to Level 2. Besides what had been disclosed above, there were no other transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021. The initial fair value of the Public and Private Placement Warrants, issued concurrently and in connection with the Initial Public Offering, has been estimated using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants' listed price in an active market was used as the fair value. The estimated fair value of the Warrants, prior to the Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Warrants. The term to expiration was calculated as the contractual term of the Warrants, assuming one year to a Business Combination from the Initial Public Offering date. Finally, the Company does not anticipate paying a dividend. The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Significant ​ Significant ​ ​ in Active ​ Other ​ Other ​ ​ Markets ​ Observable ​ Unobservable September 30, 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,028,686 $ — ​ $ — Fair Value at September 30, 2021 ​ $ 425,028,686 $ — ​ $ — Liabilities: ​ ​ Public Warrant liability ​ $ 9,066,666 $ — ​ $ — Private Warrant liability ​ $ — $ 8,000,000 ​ $ — Fair Value at September 30, 2021 ​ $ 9,066,666 $ 8,000,000 ​ $ — ​ The following table provides the rollforward for the Level 3 investments as of September 30, 2021: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ $ 26,772,000 Transfers from Level 3 to Level 1 investments ​ (14,000,000) Warrants Issued on April 12, 2021 ​ $ 103,000 Change in fair value of warrant liabilities ​ ​ (821,885) Warrant liabilities at June 30, 2021 ​ $ 12,053,115 Change in fair value of warrant liabilities ​ (4,053,115) Transfer from Level 3 to Level 2 investments ​ ​ (8,000,000) Warrant liabilities at September 30, 2021 ​ $ 0 ​

Warrant Liability

Warrant Liability	9 Months Ended
	Sep. 30, 2021
Warrant Liability
Warrant Liability	Note 11 - Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination by March 4, 2023, or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution form the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock during the 20 The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public 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 Public 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. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not 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 Public 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, the Company will not be required to file or maintain in effect a registration statement, but 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. Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of shares of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the 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 be concurrently called for redemption on the same terms as the outstanding Public Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of shares of the Company’s Class A common stock in the Business Combination is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following the public disclosure of the consummation of such Business Combination, the warrant exercise price will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant exercise price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of shares of the Company’s Class A common stock consists exclusively of cash, the amount of such cash per share of Class A common stock, and (ii) in all other cases, the volume weighted average price of the Company’s Class A common stock as reported during the ten The Company has outstanding an aggregate of 26,666,666 warrants and 0 warrants as of September 30, 2021 and December 31, 2020, respectively, to purchase shares of the Company’s Class A common stock, which were issued in connection with the IPO and the Private Placement (including 266,666 warrants issued in connection with the consummation of the underwriters’ partial exercise of their over-allotment option) (see Notes 4 and 5). The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815–40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $26,260,000 of warrant liabilities upon issuance as of March 4, 2021. For the three and nine months ended September 30, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of $8,548,091 and $9,463,001, respectively, on the unaudited condensed statements of operations, resulting in warrant liabilities of $17,066,666 as of September 30, 2021 on the balance sheet. The change in fair value of the warrant liabilities is summarized as follows: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ 26,772,000 Warrants Issued on April 12, 2021 ​ 269,667 Change in fair value of warrant liabilities ​ (1,426,910) Warrant liabilities at June 30, 2021 ​ 25,614,757 Change in fair value of warrant liabilities ​ (8,548,091) Warrant liabilities at September 30, 2021 ​ $ 17,066,666 ​ The estimated fair value of the public warrant liability is based on quoted prices in active markets as of the measurement date. The estimated fair value of the private warrant liability is determined using public price.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 12 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company 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 either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statement, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,032,015 and $25,000 in cash and cash equivalents as of September 30, 2021, and December 31, 2020, respectively.
Investments Held in Trust Account	Investments Held in Trust Account The Company's portfolio of investments is comprised 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 and generally have a readily determinable fair value, or a combination thereof. When the Company's investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are 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 are classified as shareholders' 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, at September 30, 2021, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's balance sheet. There were no Class A common stock issued or outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. For additional information please refer to Note 2.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021, amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of September 30, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s unaudited condensed statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to stockholders’ equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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. US 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. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using Monte-Carlo simulations at the date of issuance. As of September 30, 2021, the Company's public warrants were measured based on quoted prices in active markets, and the private placement warrants were measured based on unobservable inputs in which little or no market data exists. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock.
Net Loss Per Common Share	Net Loss Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. A reconciliation of net income (loss) per common stock is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ending 9/30/21 ​ Nine Months Ending 9/30/21 ​ Class A - temp Class B Class A - temp Class B Allocation of net income (loss) $ 4,453,682 $ 1,113,420 $ 3,376,797 $ 1,091,013 Weighted average shares outstanding, basic ​ 42,500,000 ​ 10,625,000 ​ 32,738,971 ​ 10,577,665 Basic net income (loss) per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 Weighted average shares outstanding, diluted ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ 32,738,971 ​ ​ 10,625,000 Diluted net income (loss) per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ $ 0.10
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 tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis, as well as the deferred tax assets 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company has not adopted this standard in the current period and is in the process of evaluating its impact. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Revision of Previously Issued_2

Revision of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision of Previously Issued Financial Statements
Summary of impact of the revision on the Company's financial statements	The impact of the revision on the Company’s financial statements is reflected in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Reported Adjustment ​ As Revised Balance Sheet as of March 4, 2021 (audited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 377,542,440 ​ $ 42,457,560 ​ $ 420,000,000 Class A ​ $ 425 ​ $ (425) ​ $ — Class B ​ $ 1,208 ​ $ — ​ $ 1,208 Additional paid-in capital ​ $ 5,793,684 ​ $ (5,793,684) ​ $ — Retained earnings (Accumulated deficit) ​ $ (795,314) ​ $ (36,663,451) ​ $ (37,458,765) Total Stockholders’ Equity ​ $ 5,000,003 ​ $ (42,457,560) ​ $ (37,457,557) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 376,744,830 ​ $ 43,255,170 ​ $ 420,000,000 Class A ​ $ 3,823 ​ $ (3,823) ​ $ — Class B ​ $ 1,208 ​ $ — ​ $ 1,208 Additional paid-in capital ​ $ 6,466,116 ​ $ (6,466,116) ​ $ — Retained earnings (Accumulated deficit) ​ $ (1,471,137) ​ $ (36,785,232) ​ $ (38,256,369) Total Stockholders' Equity ​ $ 5,000,010 ​ $ (43,255,171) ​ $ (38,255,161) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock subject to possible redemption ​ $ 381,668,810 ​ $ 43,331,190 ​ $ 425,000,000 Class A ​ $ 434 ​ $ (434) ​ $ — Class B ​ $ 1,063 ​ $ — ​ $ 1,063 Additional paid-in capital ​ $ 6,098,503 ​ $ (6,098,503) ​ $ — Retained earnings (Accumulated deficit) ​ $ (1,099,993) ​ $ (37,232,253) ​ $ (38,332,246) Total Stockholders' Equity ​ $ 5,000,007 ​ $ (43,331,190) ​ $ (38,331,183)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Schedule of reconciliation of net income (loss) per common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ending 9/30/21 ​ Nine Months Ending 9/30/21 ​ Class A - temp Class B Class A - temp Class B Allocation of net income (loss) $ 4,453,682 $ 1,113,420 $ 3,376,797 $ 1,091,013 Weighted average shares outstanding, basic ​ 42,500,000 ​ 10,625,000 ​ 32,738,971 ​ 10,577,665 Basic net income (loss) per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 Weighted average shares outstanding, diluted ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ 32,738,971 ​ ​ 10,625,000 Diluted net income (loss) per share ​ $ 0.10 ​ $ 0.10 ​ $ 0.10 ​ $ 0.10

Class A Common stock Subject _2

Class A Common stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Class A Common stock Subject to Possible Redemption
Schedule of reconciliation of Class A common stock reflected on the balance sheet	​ ​ ​ ​ ​ Gross proceeds $ 425,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (14,026,667) Class A common stock issuance costs ​ (23,229,523) Plus: ​ Accretion of carrying value to redemption value ​ 37,256,190 Class A common stock subject to possible redemption ​ $ 425,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Schedule of assets and liabilities that are measured on a recurring basis	The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Significant ​ Significant ​ ​ in Active ​ Other ​ Other ​ ​ Markets ​ Observable ​ Unobservable September 30, 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,028,686 $ — ​ $ — Fair Value at September 30, 2021 ​ $ 425,028,686 $ — ​ $ — Liabilities: ​ ​ Public Warrant liability ​ $ 9,066,666 $ — ​ $ — Private Warrant liability ​ $ — $ 8,000,000 ​ $ — Fair Value at September 30, 2021 ​ $ 9,066,666 $ 8,000,000 ​ $ —
Schedule of rollforward for the Level 3 investments	The following table provides the rollforward for the Level 3 investments as of September 30, 2021: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ $ 26,772,000 Transfers from Level 3 to Level 1 investments ​ (14,000,000) Warrants Issued on April 12, 2021 ​ $ 103,000 Change in fair value of warrant liabilities ​ ​ (821,885) Warrant liabilities at June 30, 2021 ​ $ 12,053,115 Change in fair value of warrant liabilities ​ (4,053,115) Transfer from Level 3 to Level 2 investments ​ ​ (8,000,000) Warrant liabilities at September 30, 2021 ​ $ 0

Warrant Liability (Tables)

Warrant Liability (Tables)	9 Months Ended
	Sep. 30, 2021
Warrant Liability
Schedule of change in fair value of the warrant liabilities	The change in fair value of the warrant liabilities is summarized as follows: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ 26,772,000 Warrants Issued on April 12, 2021 ​ 269,667 Change in fair value of warrant liabilities ​ (1,426,910) Warrant liabilities at June 30, 2021 ​ 25,614,757 Change in fair value of warrant liabilities ​ (8,548,091) Warrant liabilities at September 30, 2021 ​ $ 17,066,666

Organization and Business Ope_2

Organization and Business Operations (Details)	Apr. 14, 2021USD ($)$ / sharesshares	Mar. 04, 2021USD ($)$ / sharesshares	Dec. 28, 2020item	Sep. 30, 2021USD ($)item$ / sharesshares	Dec. 31, 2020USD ($)	Oct. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants				$ 12,500,000
Transaction Costs				782,812		$ 23,731,835
Underwriting fees				762,300		8,400,000
Deferred underwriting fee payable						14,700,000
Other offering costs				20,512		$ 631,835
Condition for future business combination number of businesses minimum | item			1
Payments for investment of cash in Trust Account				$ 425,000,000
Number of shares in a unit | shares				1
Percentage of redemption required if business combination is not completed by specified date				100.00%
Threshold business combination fair market value as percent of Trust assets				80.00%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)				2 days
Minimum net tangible assets of the target.				$ 5,000,001
Redemption period upon closure				10 days
Maximum Allowed Dissolution Expenses				$ 100,000
Cash held in operating bank accounts				1,032,015	$ 25,000
Working capital deficit				(851,101)
Proceeds received from related party to cover certain expense payments in exchange for shares issued				25,000
Maximum borrowing capacity of related party promissory note				300,000
Working Capital Loan				$ 0	$ 0
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares				12,400,000
Additional units sold of shares | shares	100,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares				$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares) | shares		42,000,000		6,300,000
Purchase price, per unit | $ / shares	$ 10	$ 10		$ 10
Proceeds from issuance initial public offering				$ 425,000,000
Additional units sold of value	$ 5,000,000
Transaction Costs				24,012,335
Underwriting fees				8,500,000
Deferred underwriting fee payable				14,875,000
Other offering costs				$ 637,335
Condition for future business combination number of businesses minimum | item				1
Payments for investment of cash in Trust Account		$ 420,000,000
Number of shares in a unit | shares				1
Exercise price of warrants | $ / shares		$ 11.50		$ 11.50
Private Placement | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		12,400,000
Price of warrant | $ / shares				$ 1
Proceeds from sale of Private Placement Warrants				$ 12,500,000
Exercise price of warrants | $ / shares				$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares) | shares	500,000			6,300,000
Transaction Costs	$ 280,500
Underwriting fees	100,000
Deferred underwriting fee payable	175,000
Other offering costs	$ 5,500
Over-allotment option | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares				100,000
Class A Common Stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Additional units sold of shares | shares	500,000
Price of warrant | $ / shares				$ 0.0001
Number of shares in a unit | shares				1

Revision of Previously Issued_3

Revision of Previously Issued Financial Statements (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock subject to possible redemption	$ 425,000,000	$ 425,000,000	$ 420,000,000	$ 420,000,000
Additional paid-in capital					$ 23,792
Retained earnings (Accumulated deficit)	(32,765,144)	(38,332,246)	(38,256,369)	(37,458,765)	(701)
Total stockholders' equity	$ (32,764,081)	(38,331,183)	(38,255,161)	(37,457,557)	24,299
As previously reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock subject to possible redemption		381,668,810	376,744,830	377,542,440
Additional paid-in capital		6,098,503	6,466,116	5,793,684
Retained earnings (Accumulated deficit)		(1,099,993)	(1,471,137)	(795,314)
Total stockholders' equity		5,000,007	5,000,010	5,000,003
Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock subject to possible redemption		43,331,190	43,255,170	42,457,560
Additional paid-in capital		(6,098,503)	(6,466,116)	(5,793,684)
Retained earnings (Accumulated deficit)		(37,232,253)	(36,785,232)	(36,663,451)
Total stockholders' equity		(43,331,190)	(43,255,171)	(42,457,560)
Class A Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Redemption value per share	$ 10
Minimum net tangible assets upon consummation of business combination	$ 5,000,001
Class A Common Stock | As previously reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value		434	3,823	425
Class A Common Stock | Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value		(434)	(3,823)	(425)
Class B
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 1,063	1,063	1,208	1,208	$ 1,208
Class B | As previously reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value		$ 1,063	$ 1,208	$ 1,208

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2021	Apr. 14, 2021	Mar. 01, 2021	Dec. 31, 2020	Oct. 31, 2020
Cash and cash equivalents	$ 1,032,015			$ 25,000
Unrecognized tax benefits	0			0
Unrecognized tax benefits accrued for interest and penalties	0			$ 0
Transaction Costs	782,812				$ 23,731,835
Underwriting fees	762,300				8,400,000
Deferred underwriting fee payable					14,700,000
Other offering costs	$ 20,512				$ 631,835
Class B
Shares subject to forfeiture	1,575,000		1,575,000
Class A Common Stock
Minimum net tangible assets upon consummation of business combination	$ 5,000,001
Initial Public Offering
Transaction Costs	24,012,335
Underwriting fees	8,500,000
Deferred underwriting fee payable	14,875,000
Other offering costs	$ 637,335
Over-allotment option
Transaction Costs		$ 280,500
Underwriting fees		100,000
Deferred underwriting fee payable		175,000
Other offering costs		$ 5,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - reconciliation of net income (loss) per common stock (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Allocation of net income (loss)	$ 5,567,102	$ 4,467,810
Class A Common Stock
Allocation of net income (loss)	$ 4,453,682	$ 3,376,797
Weighted average shares outstanding, basic	42,500,000	32,738,971
Basic net income (loss) per share	$ 0.10	$ 0.10
Weighted average shares outstanding, diluted	42,500,000	32,738,971
Diluted net income (loss) per share	$ 0.10	$ 0.10
Class B
Allocation of net income (loss)	$ 1,113,420	$ 1,091,013
Weighted average shares outstanding, basic	10,625,000	10,577,665
Basic net income (loss) per share	$ 0.10	$ 0.10
Weighted average shares outstanding, diluted	10,625,000	10,625,000
Diluted net income (loss) per share	$ 0.10	$ 0.10

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Apr. 14, 2021	Mar. 04, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Number of shares issuable per warrant			1
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering			$ 425,000,000
Number of units sold		42,000,000	6,300,000
Number of shares in a unit			1
Number of warrants in a unit		1
Exercise price of warrants		$ 11.50	$ 11.50
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	500,000		6,300,000
Underwriters Options Period			45 days

Private Placement (Details)

Private Placement (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Mar. 04, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 12,500,000
Number of shares per warrant	1
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	12,400,000
Over-allotment option | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	100,000
Private Placement | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		12,400,000
Price of warrants	$ 1
Aggregate purchase price	$ 12,500,000
Exercise price of warrant	$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Apr. 14, 2021shares	Mar. 01, 2021shares	Feb. 19, 2021shares	Dec. 30, 2020USD ($)D$ / sharesshares	Sep. 30, 2021shares	Dec. 31, 2020shares
Related Party Transaction [Line Items]
Aggregate number of shares owned		12,075,000
Class B
Related Party Transaction [Line Items]
Aggregate number of shares owned			10,062,500
Shares subject to forfeiture		1,575,000			1,575,000
Common shares, shares issued					10,625,000	12,075,000
Common shares, shares outstanding					10,625,000	12,075,000
Founder Shares | Sponsor | Class B
Related Party Transaction [Line Items]
Number of shares issued				7,187,500
Aggregate purchase price | $				$ 25,000
Share dividend		2,012,500	2,875,000
Aggregate number of shares owned		12,075,000	10,062,500
Shares subject to forfeiture				1,575,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Forfeited shares	1,450,000
Common shares, shares issued	10,625,000
Common shares, shares outstanding	10,625,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Mar. 01, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 30, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000	$ 300,000
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note		0	0	$ 0
Repayment of promissory note - related party			0
Loan conversion agreement warrant		$ 1,500,000	$ 1,500,000
Price of warrant		$ 1	$ 1
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000
Outstanding balance of related party note		$ 0	$ 0	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 40,521
Expenses incurred and paid		$ 121,563	$ 283,647

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Apr. 14, 2021	Mar. 04, 2021	Sep. 30, 2021
Deferred fee per unit			$ 0.35
Aggregate deferred underwriting fee payable			$ 14,875,000
Underwriter cash discount	$ 100,000	$ 8,400,000
Initial Public Offering
Number of units sold		42,000,000	6,300,000
Over-allotment option
Number of units sold	500,000		6,300,000

Class A Common stock Subject _3

Class A Common stock Subject to Possible Redemption (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 04, 2021
Class A Common stock Subject to Possible Redemption
Gross proceeds	$ 425,000,000
Proceeds allocated to Public Warrants	(14,026,667)
Class A common stock issuance costs	(23,229,523)
Accretion of carrying value to redemption value	37,256,190
Class A common stock subject to possible redemption	$ 425,000,000	$ 425,000,000	$ 420,000,000	$ 420,000,000

Class A Common stock Subject _4

Class A Common stock Subject to Possible Redemption - Additional Information (Details)	9 Months Ended
	Sep. 30, 2021USD ($)Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class A Common stock Subject to Possible Redemption
Class A common stock subject to possible redemption, authorized (in shares) | shares	100,000,000
Class A common stock subject to possible redemption, par value per share | $ / shares	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, votes per share | Vote	1
Class A common stock subject to possible redemption, outstanding (in shares) | shares	42,500,000	0
Class A common stock subject to possible redemption, price per share | $ / shares	$ 10
Gross proceeds | $	$ 425,000,000

Stockholders' Equity - Preferre

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

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	Apr. 14, 2021shares	Mar. 01, 2021shares	Feb. 19, 2021shares	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)				42,500,000	0
Class A common stock subject to possible redemption, outstanding (in shares)				42,500,000	0
Aggregate number of shares owned		12,075,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				400,000,000	400,000,000
Common shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common shares, votes per share | Vote				1
Common shares, shares issued (in shares)				0	0
Common shares, shares outstanding (in shares)				0	0
Class B Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)				10,625,000
Class B
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				40,000,000	40,000,000
Common shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common shares, votes per share | Vote				1
Common shares, shares issued (in shares)				10,625,000	12,075,000
Common shares, shares outstanding (in shares)				10,625,000	12,075,000
Shares subject to forfeiture		1,575,000		1,575,000
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)				20.00%
Aggregate number of shares owned			10,062,500
Conversion ratio				1
Number of shares with respect to which stock dividend is effected		2,012,500	2,875,000
Number of shares for which forfeiture condition has expired (in shares)	1,450,000

Fair Value Measurements - Finan

Fair Value Measurements - Financial assets and financial liabilities measured at fair value on a recurring basis (Details)	Sep. 30, 2021USD ($)
Assets:
Investments held in Trust Account	$ 425,028,686
Recurring | Level 1
Assets:
Investments held in Trust Account	425,028,686
Financial Assets Fair Value at September 30, 2021	425,028,686
Liabilities:
Financial Liabilities Fair Value at September 30, 2021	9,066,666
Recurring | Level 2
Liabilities:
Financial Liabilities Fair Value at September 30, 2021	8,000,000
Recurring | Public Warrants | Level 1
Liabilities:
Financial Liabilities Fair Value at September 30, 2021	9,066,666
Recurring | Private Warrants | Level 2
Liabilities:
Financial Liabilities Fair Value at September 30, 2021	$ 8,000,000

Fair Value Measurements - Rollf

Fair Value Measurements - Rollforward for the Level 3 investments (Details) - USD ($)	Apr. 12, 2021	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Fair Value Measurements
Warrant liabilities at the beginning balance		$ 26,260,000	$ 12,053,115	$ 26,772,000
Transfers from Level 3 to Level 1 investments				(14,000,000)
Warrants Issued on April 12, 2021	$ 103,000
Change in fair value of warrant liabilities		512,000	(4,053,115)	(821,885)
Transfer from Level 3 to Level 2 investments			(8,000,000)
Warrant liabilities at the ending balance		$ 26,772,000	$ 0	$ 12,053,115

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements
Transfer from Level 3 to Level 2	$ 8

Warrant Liability (Details)

Warrant Liability (Details)	1 Months Ended		3 Months Ended	9 Months Ended
	Apr. 30, 2021USD ($)	Mar. 31, 2021USD ($)	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)	Apr. 14, 2021$ / shares	Mar. 04, 2021USD ($)$ / shares	Dec. 31, 2020shares
Subsidiary, Sale of Stock [Line Items]
Warrants Expiration period				5 years
Percentage From Repurchase Of Equity Percentage				60
Trading day period				10 days
Warrant outstanding | shares			26,666,666	26,666,666				0
Warrant liabilities | $		$ 26,772,000	$ 0	$ 0	$ 12,053,115		$ 26,260,000
Change in fair value of warrant liabilities | $	$ 1,426,910	$ (512,000)	8,548,091	9,463,001
Warrant liabilities at September 30, 2021 | $			$ 17,066,666	$ 17,066,666
Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Business Acquisition, Share Price			$ 9.20	$ 9.20
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage From Repurchase Of Equity Percentage				115
Class A common stock equals or exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			18	$ 18
Written notice period for redemption of warrant				30 days
Class A common stock equals or exceeds $18.00 | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Trading day period				20 days
Class A common stock equals or exceeds $10.00
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			10	$ 10
Share price			$ 0.10	$ 0.10
Assets Sold under Agreements to Repurchase, Interest Rate			180.00%	180.00%
Class A common stock equals or exceeds $10.00 | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Trading day period				30 days
Warrant agreement issuance provision				70.00%
Class A common stock equals or exceeds $10.00 | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Trading day period				30 days
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Business Combination Market value Period				20 days
Redemption price per share				$ 10
Class A Common Stock | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Threshold period for registered holder of the warrant to exercise warrant, following the public disclosure of the consummation of such Business Combination				30 days
Public Warrants | Class A common stock equals or exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Share price			$ 0.01	$ 0.01
Warrants
Subsidiary, Sale of Stock [Line Items]
Public Warrants exercisable Period				30 days
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Warrant outstanding | shares			266,666	266,666
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 10	$ 10		$ 10	$ 10
Share price							$ 0.0001

Warrant Liability - Change in t

Warrant Liability - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	Apr. 12, 2021	Apr. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021
Warrant Liability
Warrant liabilities at (inception)			$ 26,260,000
Warrants Issued	$ 269,667
Change in fair value of warrant liabilities		$ (1,426,910)	512,000	$ (8,548,091)	$ (9,463,001)
Warrant liabilities at end of period		$ 25,614,757	$ 26,772,000	$ 17,066,666	$ 17,066,666