Gores Holdings VIII (GIIX) S-4 11 Feb 22 Registration of securities issued in business combination transactions Financial data

Cover Page

Cover Page	9 Months Ended
	Sep. 30, 2021
Document Information [Line Items]
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001841080
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Registrant Name	Gores Holdings VIII, Inc.
Entity Ex Transition Period	false

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2021	Jan. 11, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 665,528	$ 324,935	$ 0
Deferred offering costs associated with proposed public offering		89,889	0
Prepaid assets	1,350,592		0
Total current assets	2,016,120		0
Cash, cash equivalents and other investments held in Trust Account	345,023,449		0
Total assets	347,039,569	414,824	0
Current liabilities:
Accrued expenses, formation and offering costs	1,266,662	107,661	750
State franchise tax accrual	150,000	691	450
Notes and advances payable – related party	1,350,000	300,000	0
Total current liabilities	11,064,911		1,200
Deferred underwriting compensation	12,075,000		0
Total liabilities	23,139,911	408,352	1,200
Commitments and contingencies
Class A Common Stock Subject to Possible Redemption	345,000,000	0	0
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding	0	0	0
Additional paid-in-capital	0	24,137	0
Accumulated deficit	(21,101,205)	(18,528)	(1,200)
Total stockholders' equity (deficit)	(21,100,342)	6,472	(1,200)
Total liabilities and stockholders' equity (deficit)	347,039,569	414,824	0
Class A Common Stock
Stockholders' equity (deficit):
Common stock value	0	0	0
Class F Common Stock
Stockholders' equity (deficit):
Common stock value	863	$ 863	0
Public Warrants
Current liabilities:
Warrants derivative liability	4,916,250		0
Private Placement Warrants
Current liabilities:
Warrants derivative liability	$ 3,381,999		$ 0

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Jan. 11, 2021	Dec. 31, 2020
Class A subject to possible redemption, shares	34,500,000	0
Class A subject to possible redemption, redemption value per share	$ 10		$ 10
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000	400,000,000
Common stock, shares issued		0	0
Common stock, shares outstanding	34,500,000	0	0
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000	40,000,000
Common stock, shares issued	8,625,000	8,625,000	0
Common stock, shares outstanding	8,625,000	8,625,000	0

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	Jan. 11, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Revenues	$ 0	$ 0	$ 0	$ 0
Organizational Expenses	(587)		(750)
Professional fees and other expenses	(16,500)	(401,452)	0	(2,193,558)
State franchise taxes, other than income tax	(241)	(50,000)	(450)	(150,000)
Gain from change in fair value of warrant liabilities		1,164,667		3,057,250
Allocated expense for warrant issuance cost		0		(378,413)
Net income from operations	(17,328)	713,215	(1,200)	335,279
Other income - interest income		4,440		23,450
Net income before income taxes		717,655		358,729
Provision for income tax		0		0
Net income attributable to common shares	$ (17,328)	$ 717,655	$ (1,200)	$ 358,729
Net income/(loss) per ordinary share:
Common Stock - basic and diluted	$ 0		$ 0
Weighted-average shares outstanding	8,625,000		8,625,000
Class A Common Stock
Net income/(loss) per ordinary share:
Common Stock - basic and diluted		$ 0.02		$ (0.72)
Weighted-average shares outstanding		34,500,000		27,043,956
Class F Common Stock
Net income/(loss) per ordinary share:
Common Stock - basic and diluted		$ 0.02		$ (0.72)
Weighted-average shares outstanding		8,625,000		8,309,066

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)		Total	Additional Paid-In Capital	Accumulated Deficit	Common StockClass A Common Stock	Common StockClass F Common Stock
Beginning Balance at Sep. 13, 2020		$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Sep. 13, 2020					0	0
Net income		(1,200)		(1,200)
Ending Balance at Dec. 31, 2020		(1,200)	0	(1,200)	$ 0	$ 0
Ending Balance (in shares) at Dec. 31, 2020					0	0
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value	[1]	25,000	24,137			$ 863
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value (in shares)	[1]					8,625,000
Net income		(17,328)		(17,328)
Ending Balance at Jan. 11, 2021		6,472	24,137	(18,528)	$ 0	$ 863
Ending Balance (in shares) at Jan. 11, 2021					0	8,625,000
Beginning Balance at Dec. 31, 2020		(1,200)	0	(1,200)	$ 0	$ 0
Beginning Balance (in shares) at Dec. 31, 2020					0	0
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value		25,000	24,137			$ 863
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value (in shares)						8,625,000
Excess of fair value paid by founders for warrants		4,272,001	4,272,001
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital		(4,296,138)	(4,296,138)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit		(21,458,734)		(21,458,734)
Net income		358,729		358,729
Ending Balance at Sep. 30, 2021		(21,100,342)	0	(21,101,205)		$ 863
Ending Balance (in shares) at Sep. 30, 2021						8,625,000
Beginning Balance at Jun. 30, 2021		(21,817,997)		(21,818,860)		$ 863
Beginning Balance (in shares) at Jun. 30, 2021						8,625,000
Net income		717,655		717,655
Ending Balance at Sep. 30, 2021		$ (21,100,342)	$ 0	$ (21,101,205)		$ 863
Ending Balance (in shares) at Sep. 30, 2021						8,625,000
[1]	This number includes up to 1,125,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter.

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - Class F Common Stock - $ / shares	Jan. 11, 2021	Sep. 30, 2021
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock
Common stock, par value		$ 0.0001
Over-Allotment Option [Member]
Number of shares forfeited during the period	1,125,000

STATEMENT OF CASH FLOWS (Unaudi

STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Jan. 11, 2021	Dec. 31, 2020	Sep. 30, 2021
Cash flows from operating activities:
Net income	$ (17,328)	$ (1,200)	$ 358,729
Changes in state franchise tax accrual	241	450	149,550
Changes in prepaid assets			(1,350,591)
Changes in accrued expenses, formation and offering costs	17,022	750	1,265,912
Issuance costs related to warrant liabilities			378,413
Changes in fair value warrants derivative liabilities			(3,057,250)
Net cash used in operating activities	(65)	0	(2,255,237)
Cash flows from investing activities:
Cash deposited in Trust Account			(345,000,000)
Interest reinvested in the Trust Account			(23,450)
Net cash used in investing activities			(345,023,450)
Cash flows from financing activities:
Proceeds from sale of Units in Public Offering			345,000,000
Proceeds from sale of Private Placement Warrants to Sponsor			8,900,000
Proceeds from sale of Class F Common Stock to Sponsor	25,000	0	25,000
Proceeds from notes and advances payable — related party	300,000	0	1,975,000
Repayment of notes and advances payable — related party			(625,000)
Payment of underwriter's discounts and commissions			(6,900,000)
Payment of accrued offering costs			(430,785)
Net cash provided by financing activities	325,000	0	347,944,215
Increase in cash	324,935	0	665,528
Cash at beginning of period	0	0	0
Cash at end of period	324,935	0	665,528
Supplemental disclosure of non-cash financing activities:
Deferred offering cots	$ 89,889	$ 0	12,075,000
Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes			$ 450

Organization and Business Opera

Organization and Business Operations	Jan. 11, 2021	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General: Gores Holdings VIII, Inc. (the “ Company Business Combination At January 11, 2021, the Company had not commenced any operations or generated revenue to date. All activity through January 11, 2021 relates to the Company’s formation and the proposed initial public offering (the “ Proposed Offering Sponsor: The Company’s sponsor is Gores Sponsor VIII LLC, a Delaware limited liability company (the “ Sponsor The Trust Account: Substantially all the proceeds from the Proposed Offering and the sale of the Private Placement Warrants (as defined in Note 4) will be placed in a U.S. based trust account (the “ Trust Account 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of up to $900,000 per year of interest to fund the Company’s regulatory compliance requirements and other costs related thereto, plus additional amounts released to us to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s class A common stock, par value $0.0001 per share (the “ Class A common stock pre-initial Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity The Company will have 24 months from the closing date of the Proposed Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Offering.	1. Organization and Business Operations Organization and General Gores Holdings VIII, Inc. (the “ Company Business Combination Sponsor fiscal year-end. The Company completed the Public Offering on March 1, 2021 (the “ IPO Closing Date non-operating Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Computershare acting as trustee (the “ Trust Account The Company intends to finance a Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000, for a maximum of 24 months (each, a “Regulatory Withdrawal”) plus additional amounts to pay our franchise and income tax obligations, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock pre-initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity ASC 480 The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (the “ Exchange Act non-emerging

Significant Accounting Policies

Significant Accounting Policies	Jan. 11, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation: The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP Emerging Growth Company: 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 Loss Per Common Share: The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the two-class two-class 0.0001 Class F common stock Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting Deferred Offering Costs: The Company complies with the requirements of the ASC 340-10-S99-1 Expenses of Offering Organizational Expenses: Organizational expenses include certain professional fees. These costs are expensed as incurred. For the periods from January 1, 2021 through January 11, 2021 and September 14, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $587 and $750, respectively, related to the formation of the entity. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents: The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests.	2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP SEC Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “ Founder Shares basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) For the Three Months Ended For the Nine Months Ended Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ 574,124 $ 143,531 $ (19,427,255 ) $ (5,968,888 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 27,043,956 8,309,066 Basic and diluted net income/(loss) per share $ 0.02 $ 0.02 $ (0.72 ) $ (0.72 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ASC 820 Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs — SEC Materials ASC 340-10-S99 Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2021, the Company had $345,023,449 in the Trust Account which may be utilized for Business Combinations. At September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2021 and December 31, 2020, the Company had current liabilities of $11,064,911 and $1,200, respectively, and working capital of ($9,048,791) and ($1,200), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after September 30, 2021, and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred.

Public Offering

Public Offering	Jan. 11, 2021	Sep. 30, 2021
Public Offering [Abstract]
Public Offering	Note 3—Proposed Offering Pursuant to the Proposed Offering, the Company intends to offer for sale units (the “ Units one-eighth Warrants Business 24-month 45-day The Company expects to pay an underwriting discount of 2.00% of the per Unit offering price to the underwriter at the closing of the Proposed Offering, with an additional fee (the “ Deferred Discount	3. Public Offering Public Units On March 1, 2021, the Company sold 34,500,000 units at a price of $10.00 per unit (the “ Units public shares one- eighth Warrants 24-month 45-day the closing of the Public Offering, with an additional fee (the “ Deferred Discount % ($ of the gross offering proceeds payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount. The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 Derivatives and Hedging — Contracts in Entity’s Own Equity All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20, Debt — Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended September 30, 2021: As of Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,027,372 ) Plus: Accretion of carrying value to redemption value $ (25,754,872 ) Contingently redeemable Class A Common Stock $ 345,000,000

Related Party Transactions

Related Party Transactions	Jan. 11, 2021	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares: On January 11, 2021, the Sponsor purchased 8,625,000 shares of Class F common stock (the “ Founder Shares one-for-one Private Placement Warrants: The Sponsor expects to purchase from the Company warrants in a private placement (the “ Private Placement Private Placement Warrants Registration Rights: The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan: The Sponsor has agreed to loan the Company an aggregate of up to $450,000 by the issuance of an unsecured promissory note (the “ Note non-interest Administrative Services Agreement: The Company expects to enter into an administrative services agreement pursuant to which it will agree to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services will commence on the date the securities are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.	4. Related Party Transactions Founder Shares On January 11, 2021, the Sponsor purchased 8,625,000 Founder Shares for $25,000, or approximately $0.003 per share. On February 23, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent director nominees at their original purchase price. The Founder Shares are identical to the Class A Common Stock included in the Units being sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment is exercised. As a result of the underwriter’s election to fully exercise its over-allotment option, 1,125,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation ASC 718 Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 2,966,666 whole warrants at a price of $3.00 per warrant (a purchase price of approximately $8,900,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “ Private Placement Warrants The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by our Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on March 1, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “ Note non-interest On March 19, 2021, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going non-interest Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities, and secretarial support. Services commenced on February 25, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period commencing February 25, 2021 through September 30, 2021 the Company has paid the affiliate $142,857.

Deferred Underwriting Compensat

Deferred Underwriting Compensation	9 Months Ended
	Sep. 30, 2021
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended September 30, 2021. As of September 30, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

Cash, Cash Equivalents and Othe

Cash, Cash Equivalents and Other Investments Held in Trust	9 Months Ended
	Sep. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Cash, Cash Equivalents and Other Investments Held in Trust	7. Cash, Cash Equivalents and Other Investments Held in Trust As of September 30, 2021, investment securities in the Company’s Trust Account consist of $345,023,449 in money market funds.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurement	8. Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. At September 30, 2021, there were observable transactions in the Company’s public warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At September 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.14 at September 30, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of February 25, September 30, Selected Volatility 20.0 % — Risk-free interest rate 0.91 % — Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.5 * Volatility and risk-free rate were not utilized in computation. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of September 30, 2021, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of September 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $3.4 million and $4.9 million, respectively, based on the closing price of GIIXW on that date of $1.14. As of February 25, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $4.6 million and $6.7 million, respectively, based on the closing price of GIIXU on that date of $10.41. The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value at February 25, 2021 $ 4,627,999 $ 6,727,500 $ 11,355,499 Change in fair value (1,246,000 ) (1,811,250 ) (3,057,250 ) Fair value at September 30, 2021 $ 3,381,999 $ 4,916,250 $ 8,298,249 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: September 30, Quoted Prices in Significant Significant Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,023,449 $ 345,023,449 $ — $ — Derivative warrant liabilities: Public warrants (4,916,250 ) (4,916,250 ) — — Private placement warrants (3,381,999 ) — (3,381,999 ) —

Stockholders' Equity

Stockholders' Equity	Jan. 11, 2021	Sep. 30, 2021
Equity [Abstract]
Stockholders' Equity	Note 5—Stockholder’s Equity Common Stock: The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock and 40,000,000 shares of Class F common stock. Upon completion of the Proposed Offering, the Company may (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock vote together as a single class and are entitled to one vote for each share of common stock. At January 11, 2021 and December 31, 2020, there were no shares of Class A common stock issued and outstanding. At January 11, 2021, there were 8,625,000 shares of Class F common stock issued and outstanding. At December 31, 2020, there were no shares of Class F Common Stock outstanding. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At January 11, 2021 there were no shares of preferred stock issued and outstanding.	9. Stockholders’ Equity Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2021, there were 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2021, there were no shares of preferred stock issued and outstanding.

Risk and Uncertainties

Risk and Uncertainties	9 Months Ended
	Sep. 30, 2021
Risks and Uncertainties [Abstract]
Risk and Uncertainties	10. Risk and Uncertainties Management is currently evaluating the impact of the COVID-19

Contingencies

Contingencies	Jan. 11, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Note 6—Contingencies Risks and Uncertainties: Management is currently evaluating the impact of the COVID-19 has financial position, results of its operations, close of the Proposed Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.​​​​​​​

Subsequent Events

Subsequent Events	Jan. 11, 2021	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 7—Subsequent Events Management has performed an evaluation of subsequent events through January 27, 2021, the date of issuance of the financial statements, noting no items which require adjustment or disclosure.	11. Subsequent Events Management has performed an evaluation of subsequent events through November 12, 2021, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	Jan. 11, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP SEC
Net Income/(Loss) Per Common Share	Loss Per Common Share: The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the two-class two-class 0.0001 Class F common stock	Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “ Founder Shares basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) For the Three Months Ended For the Nine Months Ended Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ 574,124 $ 143,531 $ (19,427,255 ) $ (5,968,888 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 27,043,956 8,309,066 Basic and diluted net income/(loss) per share $ 0.02 $ 0.02 $ (0.72 ) $ (0.72 )
Concentration of Credit Risk	Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
Financial Instruments	Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ASC 820
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Offering Costs		Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs — SEC Materials ASC 340-10-S99 Expenses of Offering
Redeemable Common Stock		Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Deferred Offering Costs Policy	Deferred Offering Costs: The Company complies with the requirements of the ASC 340-10-S99-1 Expenses of Offering
Organizational Expense policy	Organizational Expenses: Organizational expenses include certain professional fees. These costs are expensed as incurred. For the periods from January 1, 2021 through January 11, 2021 and September 14, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $587 and $750, respectively, related to the formation of the entity.
Income Taxes	Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents	Cash and Cash Equivalents: The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests.	Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.
Cash, Cash Equivalents and Other Investments Held in Trust Account		Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2021, the Company had $345,023,449 in the Trust Account which may be utilized for Business Combinations. At September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules.
Warrant Liability		Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
Recently Issued Accounting Pronouncements Not Yet Adopted		Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated
Going Concern Consideration		Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2021 and December 31, 2020, the Company had current liabilities of $11,064,911 and $1,200, respectively, and working capital of ($9,048,791) and ($1,200), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after September 30, 2021, and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share for Each Class of Common Stock	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) For the Three Months Ended For the Nine Months Ended Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ 574,124 $ 143,531 $ (19,427,255 ) $ (5,968,888 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 27,043,956 8,309,066 Basic and diluted net income/(loss) per share $ 0.02 $ 0.02 $ (0.72 ) $ (0.72 )

Public Offering (Tables)

Public Offering (Tables)	9 Months Ended
	Sep. 30, 2021
Public Offering [Abstract]
Schedule of Class A Common Stock Reflected on Balance Sheet	As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended September 30, 2021: As of Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,027,372 ) Plus: Accretion of carrying value to redemption value $ (25,754,872 ) Contingently redeemable Class A Common Stock $ 345,000,000

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants	The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of February 25, September 30, Selected Volatility 20.0 % — Risk-free interest rate 0.91 % — Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.5
Schedule of Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value at February 25, 2021 $ 4,627,999 $ 6,727,500 $ 11,355,499 Change in fair value (1,246,000 ) (1,811,250 ) (3,057,250 ) Fair value at September 30, 2021 $ 3,381,999 $ 4,916,250 $ 8,298,249
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: September 30, Quoted Prices in Significant Significant Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,023,449 $ 345,023,449 $ — $ — Derivative warrant liabilities: Public warrants (4,916,250 ) (4,916,250 ) — — Private placement warrants (3,381,999 ) — (3,381,999 ) —

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)	Mar. 01, 2021	Jan. 11, 2021	Sep. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation		Sep. 14, 2020	Sep. 14, 2020
Proceeds from initial public offering	$ 345,000,000		$ 345,000,000
Proceeds from sale of warrants			$ 8,900,000
Maximum maturity period		185 days	185 days
Regulatory withdrawal of interest from trust account, annual limit		$ 900,000	$ 900,000
Regulatory withdrawal of interest from trust account, maximum period		24 months	24 months
Redemption percentage of public shares of common stock if business combination not completed		100.00%	100.00%
Number of days to seek shareholder approval for redemption of shares		2 days	2 days
Number of days to provide opportunity to shareholders to sell their shares		2 days	2 days
Dissolution expenses, maximum allowed		$ 100,000	$ 100,000
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold period to complete business combination from closing of public offering			24 days
Threshold net tangible assets		$ 5,000,001	$ 5,000,001
Number of days to redeem public shares of common stock if business combination not completed		10 days	10 days
Minimum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of fair market value		80.00%	80.00%
Private Placement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Amount placed in trust account	345,000,000
Proceeds from sale of warrants	$ 8,900,000
Private Placement | Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold period to complete business combination from closing of public offering		24 months	24 months

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)	Mar. 01, 2021	Jan. 11, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Significant Accounting Policies [Line Items]
Number of warrants exercised					0
Federal depository insurance coverage amount		$ 250,000	$ 250,000		$ 250,000
Issuance costs related to warrant liabilities			0		378,413
Accrued interest and penalties related to unrecognized tax liabilities			0		0
Cash, cash equivalents and other investments held in Trust Account			$ 345,023,449	$ 0	$ 345,023,449
Redemption percentage of public shares of common stock if business combination not completed		100.00%	100.00%		100.00%
Dissolution expenses, maximum allowed		$ 100,000			$ 100,000
Going concern description					If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Current liabilities			$ 11,064,911	1,200	$ 11,064,911
Working capital			$ (9,048,791)	(1,200)	$ (9,048,791)
Deferred Offering Costs		89,889		0
Organizational Expenses		587		$ 750
Deferred Tax Assets, Operating Loss Carryforwards		$ 4,441
Operating Loss Carryforwards, Expiration Period		2040 years
Maximum
Significant Accounting Policies [Line Items]
Threshold period to complete business combination from closing of public offering					24 days
IPO
Significant Accounting Policies [Line Items]
Offering costs					$ 19,405,785
Underwriters fee					18,975,000
Issuance costs related to warrant liabilities					$ 378,413
Units sold	34,500,000
IPO | Class A Common Stock
Significant Accounting Policies [Line Items]
Units sold	34,500,000				34,500,000
Common Stock
Significant Accounting Policies [Line Items]
Number of warrants sold			7,279,166		7,279,166
Share price			$ 11.50		$ 11.50
Warrants
Significant Accounting Policies [Line Items]
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings					7,279,166

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share for Each Class of Common Stock (Details) - USD ($)	Jan. 11, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Denominator:
Weighted-average shares outstanding	8,625,000		8,625,000
Common Stock - basic and diluted	$ 0		$ 0
Class A Common Stock
Numerator:
Allocation of net income/(loss), including accretion of temporary equity		$ 574,124		$ (19,427,255)
Denominator:
Weighted-average shares outstanding		34,500,000		27,043,956
Common Stock - basic and diluted		$ 0.02		$ (0.72)
Basic and diluted net income/(loss) per share
Numerator:
Allocation of net income/(loss), including accretion of temporary equity		$ 143,531		$ (5,968,888)
Denominator:
Weighted-average shares outstanding		8,625,000		8,309,066
Common Stock - basic and diluted		$ 0.02		$ (0.72)

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)	Mar. 01, 2021	Sep. 30, 2021	Sep. 30, 2021	Feb. 25, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Gross proceeds excluding over-allotment	$ 345,000,000
Number of shares that contribute each unit	0.125
Warrant expiration term		5 days 12 hours	5 days 12 hours	5 days 12 hours
Percentage of deferred underwriting discount			3.50%
Changes in fair value warrants derivative liabilities		$ (1,164,667)	$ (3,057,250)
Public Warrants
Class Of Stock [Line Items]
Warrants derivative liability		4,916,250	4,916,250	$ 6,727,500	$ 0
Changes in fair value warrants derivative liabilities			1,811,250
Class A Common Stock
Class Of Stock [Line Items]
Number of shares that contribute each unit	1
Warrants
Class Of Stock [Line Items]
Number of shares that contribute each unit	0.125
Warrant exercisable term if business combination is completed	30 days
Warrant exercisable term from closing of public offer	12 months
Warrant expiration term	5 years
IPO
Class Of Stock [Line Items]
Units sold	34,500,000
Share price	$ 10
Upfront underwriting discount (as a percent)	2.00%
Upfront underwriting discount	$ 6,900,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ 12,075,000
Warrants derivative liability		6,727,500	$ 6,727,500
IPO | Class A Common Stock
Class Of Stock [Line Items]
Units sold	34,500,000		34,500,000
Additional accretion of carrying value to redemption value		$ 0
IPO | Warrants
Class Of Stock [Line Items]
Threshold period to complete business combination from closing of public offering	24 months
Over-Allotment Option
Class Of Stock [Line Items]
Units sold	4,500,000
Underwriter option to purchase additional units term	45 days

Public Offering - Schedule of C

Public Offering - Schedule of Class A Common Stock Reflected on Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jan. 11, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Contingently redeemable Class A Common Stock	$ 345,000,000	$ 0	$ 0
IPO
Class Of Stock [Line Items]
Gross proceeds	345,000,000
Proceeds allocated to public warrants	(6,727,500)
Class A shares issuance costs	(19,027,372)
Accretion of carrying value to redemption value	(25,754,872)
Contingently redeemable Class A Common Stock	$ 345,000,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)	Feb. 23, 2021Directorshares	Jan. 11, 2021USD ($)$ / sharesshares	Jan. 11, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Mar. 19, 2021USD ($)	Feb. 28, 2021USD ($)	Dec. 31, 2020USD ($)
Related Party Transaction [Line Items]
Proceeds from sale of Private Placement Warrants to Sponsor					$ 8,900,000
Notes and advances payable – related party		$ 300,000	$ 300,000	$ 1,350,000	$ 1,350,000			$ 0
Sponsor
Related Party Transaction [Line Items]
Aggregate issuance of unsecured promissory note							$ 300,000
Debt instrument, call feature					The note is unsecured, non-interest bearing and matures on the earlier of: (i) January 31, 2022 or (ii) the date on which the Company consummates the Proposed Business Combination
Notes and advances payable – related party				$ 1,350,000	$ 1,350,000
Sponsor | Maximum
Related Party Transaction [Line Items]
Aggregate issuance of unsecured promissory note						$ 4,000,000
Sponsor Loan
Related Party Transaction [Line Items]
Due from Related Parties, Current		$ 300,000	$ 300,000
Founder Shares | Class F Common Stock
Related Party Transaction [Line Items]
Founder shares transferred to independent directors | shares	25,000
Number of shares forfeited | shares	1,125,000
Conversion ratio	1
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of independent director nominees | Director	3
Aggregate issuance of unsecured promissory note							$ 450,000
Founder Shares | Sponsor | Class F Common Stock
Related Party Transaction [Line Items]
Units sold | shares		8,625,000	8,625,000
Sale of common stock, value		$ 25,000	$ 25,000
Share price | $ / shares		$ 0.003	$ 0.003
Private Placement Warrants | Class A Common Stock
Related Party Transaction [Line Items]
Number of shares warrant may be converted | shares		1	1	1	1
Warrants exercise price (in dollars per share) | $ / shares				$ 11.50	$ 11.50
Private Placement Warrants | Sponsor
Related Party Transaction [Line Items]
Number of warrants sold | shares				2,966,666	2,966,666
Warrants sold, price per warrant | $ / shares					$ 3
Proceeds from sale of Private Placement Warrants to Sponsor					$ 8,900,000
Administrative Service Agreement
Related Party Transaction [Line Items]
Due to affiliate, monthly for office space, utilities and secretarial support		$ 20,000	$ 20,000	$ 20,000	$ 20,000
Administrative Service Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Payments to affiliate				$ 142,857

Deferred Underwriting Compens_2

Deferred Underwriting Compensation - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Deferred Underwriting Compensation [Abstract]
Deferred underwriting discount payable	$ 12,075,000	$ 0
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount if business combination not completed	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Impact related to uncertain tax positions	$ 0
Accrued penalties related to uncertain tax positions	$ 0

Cash, Cash Equivalents and Ot_2

Cash, Cash Equivalents and Other Investments Held in Trust - Additional Information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Schedule Of Investments [Line Items]
Cash, cash equivalents and other investments held in Trust Account	$ 345,023,449	$ 0
Money Market Funds
Schedule Of Investments [Line Items]
Cash, cash equivalents and other investments held in Trust Account	$ 345,023,449

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details)	Sep. 30, 2021USD ($)shares$ / shares	Mar. 01, 2021	Feb. 25, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	5 days 12 hours		5 days 12 hours
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term		5 years
Closing price | $ / shares	$ 1.14		$ 10.41
Until Close of Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	6 months
Subsequent to Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	5 years
Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Dividend rate | shares	0
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Closing price | $ / shares	$ 1.14
Aggregate values of Warrants | $	$ 4,916,250		$ 6,727,500	$ 0
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Aggregate values of Warrants | $	$ 3,381,999		$ 4,600,000	$ 0

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants (Details)	Sep. 30, 2021	Feb. 25, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant expiration term	5 days 12 hours	5 days 12 hours
Selected Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Private placement warrants and public warrants, measurement input		20
Risk-free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Private placement warrants and public warrants, measurement input		0.91
Warrant Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Private placement warrants and public warrants, measurement input	11.50	11.50

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details)	7 Months Ended
	Sep. 30, 2021USD ($)
Warrant Liabilities
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at February 25, 2021	$ 11,355,499
Change in fair value	(3,057,250)
Fair value at September 30, 2021	8,298,249
Private Placement Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at February 25, 2021	4,627,999
Change in fair value	(1,246,000)
Fair value at September 30, 2021	3,381,999
Public Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at February 25, 2021	6,727,500
Change in fair value	(1,811,250)
Fair value at September 30, 2021	$ 4,916,250

Fair Value Measurement - Sche_3

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2021	Feb. 25, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	$ 345,023,449		$ 0
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(4,916,250)	$ (6,727,500)	0
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(3,381,999)	$ (4,600,000)	$ 0
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	345,023,449
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	345,023,449
Fair Value, Measurements, Recurring | Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(4,916,250)
Fair Value, Measurements, Recurring | Public Warrants | Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(4,916,250)
Fair Value, Measurements, Recurring | Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(3,381,999)
Fair Value, Measurements, Recurring | Private Placement Warrants | Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ (3,381,999)

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details)	Sep. 30, 2021Vote$ / sharesshares	Jan. 11, 2021$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class Of Stock [Line Items]
Number of votes for each share | Vote	1
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	400,000,000	400,000,000	400,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued		0	0
Common stock, shares outstanding	34,500,000	0	0
Class A Common Stock | Equity [Member]
Class Of Stock [Line Items]
Common stock, shares authorized	400,000,000	440,000,000
Common stock, shares outstanding		400,000,000
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000	40,000,000	40,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	8,625,000	8,625,000	0
Common stock, shares outstanding	8,625,000	8,625,000	0
Class F Common Stock | Equity [Member]
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000
Common stock, shares outstanding		40,000,000