Gores Holdings VIII (GIIX) 10-Q 13 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 13, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	GORES HOLDINGS VIII, INC.
Entity Central Index Key	0001841080
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40105
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3010982
Entity Address, Address Line One	6260 Lookout Rd.
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	310
Local Phone Number	209-3010
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GIIX
Security Exchange Name	NASDAQ
Class F Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	GIIXW
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	GIIXU
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 1,051,077
Prepaid assets	1,610,905
Total current assets	2,661,982
Investments and cash held in Trust Account	345,019,010
Total assets	347,680,992
Current liabilities:
Accrued expenses, formation and offering costs	1,511,073	$ 750
State franchise tax accrual	100,000	450
Notes and advances payable – related party	1,350,000
Total current liabilities	12,423,989	1,200
Deferred underwriting compensation	12,075,000
Total liabilities	24,498,989	1,200
Commitments and contingencies
Class A Common Stock subject to possible redemption, 34,500,000 and -0- shares at June 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share)	345,000,000
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Accumulated deficit	(21,818,860)	(1,200)
Total stockholders’ equity (deficit)	(21,817,997)	$ (1,200)
Total liabilities and stockholders’ equity (deficit)	347,680,992
Class F Common Stock
Stockholders’ equity (deficit):
Common stock value	863
Total stockholders’ equity (deficit)	863
Public Warrants
Current liabilities:
Warrants derivative liability	5,606,250
Private Placement Warrants
Current liabilities:
Warrants derivative liability	$ 3,856,666

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 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
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	34,500,000
Common stock, shares outstanding	34,500,000
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	8,625,000	0
Common stock, shares outstanding	8,625,000	0

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Professional fees and other expenses	$ (1,421,288)	$ (1,792,106)
State franchise taxes, other than income tax	(50,000)	(100,000)
Gain/(loss) from change in fair value of warrant liability	(2,256,542)	1,892,583
Allocated expense for warrant issuance cost	(52)	(378,413)
Net loss from operations	(3,727,882)	(377,936)
Other income - interest income	12,332	19,010
Net loss before income taxes	(3,715,550)	(358,926)
Net loss attributable to common shares	$ (3,715,550)	$ (358,926)
Class A Common Stock
Net loss per ordinary share:
Common Stock - basic and diluted	$ (0.09)	$ (0.83)
Class F Common Stock
Net loss per ordinary share:
Common Stock - basic and diluted	$ (0.09)	$ (0.83)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Class A Common Stock	Class F Common Stock	Additional Paid-In Capital	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ (1,200)				$ (1,200)
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		$ 863	$ 24,137
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 under ASC 480-10-S99 against additional paid-in capital	(4,296,138)			$ (4,296,138)
Subsequent measurement of Class A Common Stock subject to redemption under ASC 480-10-S99 against accumulated deficit	(21,458,734)				(21,458,734)
Net loss	(358,926)				(358,926)
Ending Balance at Jun. 30, 2021	(21,817,997)		$ 863		(21,818,860)
Ending Balance (in shares) at Jun. 30, 2021			8,625,000
Beginning Balance at Mar. 31, 2021	(18,099,850)		$ 863		(18,100,713)
Beginning Balance (in shares) at Mar. 31, 2021			8,625,000
Subsequent measurement of Class A Common Stock subject to redemption under ASC 480-10-S99 against additional paid-in capital	(2,597)				(2,597)
Net loss	(3,715,550)				(3,715,550)
Ending Balance at Jun. 30, 2021	$ (21,817,997)		$ 863		$ (21,818,860)
Ending Balance (in shares) at Jun. 30, 2021			8,625,000

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001

STATEMENT OF CASH FLOWS (Unaudi

STATEMENT OF CASH FLOWS (Unaudited)	6 Months Ended
	Jun. 30, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (358,926)
Changes in state franchise tax accrual	99,550
Changes in prepaid assets	(1,610,905)
Changes in accrued expenses, formation and offering costs	1,510,323
Issuance costs related to warrant liability	378,413
Changes in fair value warrants derivative liability	(1,892,583)
Net cash used in operating activities	(1,874,128)
Cash flows from investing activities:
Cash deposited in Trust Account	(345,000,000)
Interest reinvested in the Trust Account	19,010
Net cash used in investing activities	(345,019,010)
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
Proceeds from notes and advances payable – related party	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	347,944,215
Increase in cash	1,051,077
Cash at end of period	1,051,077
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	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	6 Months Ended
	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Organization and General Gores Holdings VIII, Inc. (the “Company”) was incorporated in Delaware on September 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not engaged in any operations other than to identify and consummate a Business Combination, and has not generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Sponsor VIII, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st The Company completed the Public Offering on March 1, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). 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 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of June 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”), included in the Units (as defined in Note 3) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation to (a) modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A Common Stock if it does not complete a Business Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering 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). 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 business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. 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") Accounting Standards Codification ("ASC") Topic 480, “ Distinguishing Liabilities from Equity 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 business days thereafter, redeem the public shares of Class A Common Stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and any Regulatory Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors have entered into a letter agreement with the Company pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers or directors acquire public shares of Class A Common Stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the 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”)) 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.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	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”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“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 June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of January 11, 2021 and December 31, 2020 and for the periods from January 1, 2021 through January 11, 2021 as well as September 14, 2020 (inception) through December 31, 2020 included in the final prospectus filed with the SEC on February 26, 2021. The Company was formed on September 14, 2020. Therefore, these financial statements do not include comparative statements to prior 2020 periods other than the balance sheet as of December 31, 2020. Net 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”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At June 30, 2021, no warrants have been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net 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 loss per share for each class of common stock: For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net loss per share: Numerator: Allocation of net loss, including accretion of temporary equity $ (2,974,517 ) $ (743,629 ) $ (19,337,684 ) $ (6,776,115 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 23,254,144 8,148,481 Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.83 ) $ (0.83 ) 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 Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials 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, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity . 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. 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. Investments and Cash Held in Trust Account At June 30, 2021, the Company had $345,019,010 in the Trust Account which may be utilized for Business Combinations. At June 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. 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 on a regular basis or if a Business Combination is completed where the impact could be material. 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 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. 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 June 30, 2021 and December 31, 2020, the Company had current liabilities of $12,423,989 and $1,200, respectively, and working capital of ($9,762,007) 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 June 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	6 Months Ended
	Jun. 30, 2021
Public Offering [Abstract]
Public Offering	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”), including 4,500,000 Units as a result of the underwriter’s full exercise of its over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-eighth 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, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 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. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of June 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 recognized on March 31, 2021, and there has been $2,597 of additional accretion for the three months ended June 30, 2021: As of June 30, 2021 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	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	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 basis, subject to adjustment as described in the Company’s certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation 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”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. 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”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of January 31, 2022 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. 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 operational expenses and certain other expenses in connection with the Proposed Business Combination. 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. As of June 30, 2021, the amount advanced by Sponsor to the Company was $1,350,000. 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 June 30, 2021 the Company has paid the affiliate $82,857.

Deferred Underwriting Compensat

Deferred Underwriting Compensation	6 Months Ended
	Jun. 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	6 Months Ended
	Jun. 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 income, plus any significant unusual or infrequently occurring items which are recorded in 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 June 30, 2021. As of June 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.

Investments and Cash Held in Tr

Investments and Cash Held in Trust	6 Months Ended
	Jun. 30, 2021
Investments Debt And Equity Securities [Abstract]
Investments and Cash Held in Trust	7. Investments and Cash Held in Trust As of June 30, 2021, investment securities in the Company’s Trust Account consist of $345,019,010 in money market funds.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 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 and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. 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 utilizes a Monte Carlo simulation methodology to value the warrants at each reporting period, 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 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. 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 June 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.30 at June 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 Warrants were classified as Level 2 at the respective measurement dates. 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, 2021 June 30, 2021* 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 June 30, 2021, is classified as Level 2 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 June 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $3.9 million and $5.6 million, respectively, based on the closing price of GIIXW on that date of $1.30. 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 Placement Warrants Public Warrants Total Warrant Liabilities Fair value at February 25, 2021 4,627,999 6,727,500 11,355,499 Change in fair value (771,333 ) (1,121,250 ) (1,892,583 ) Fair value at June 30, 2021 3,856,666 5,606,250 9,462,916 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 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: Significant Significant Other Other Quoted Prices in Observable Unobservable June 30, Active Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 345,019,010 $ 345,019,010 $ — $ — Public warrants 5,606,250 — 5,606,250 — Private placement warrants 3,856,666 — 3,856,666 — Total $ 354,481,926 $ 345,019,010 $ 9,462,916 $ —

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Stockholders' Equity	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 June 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 June 30, 2021, there were no shares of preferred stock issued and outstanding.

Risk and Uncertainties

Risk and Uncertainties	6 Months Ended
	Jun. 30, 2021
Risks And Uncertainties [Abstract]
Risk and Uncertainties	10. Risk and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events Management has performed an evaluation of subsequent events through August 13, 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)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	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”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“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 June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of January 11, 2021 and December 31, 2020 and for the periods from January 1, 2021 through January 11, 2021 as well as September 14, 2020 (inception) through December 31, 2020 included in the final prospectus filed with the SEC on February 26, 2021. The Company was formed on September 14, 2020. Therefore, these financial statements do not include comparative statements to prior 2020 periods other than the balance sheet as of December 31, 2020.
Net Loss Per Common Share	Net 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”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At June 30, 2021, no warrants have been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net 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 loss per share for each class of common stock: For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net loss per share: Numerator: Allocation of net loss, including accretion of temporary equity $ (2,974,517 ) $ (743,629 ) $ (19,337,684 ) $ (6,776,115 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 23,254,144 8,148,481 Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.83 ) $ (0.83 )
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 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 Topic 820, “ Fair Value Measurements and Disclosures
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 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, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity . 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	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	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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. 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. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.
Investments and Cash Held in Trust Account	Investments and Cash Held in Trust Account At June 30, 2021, the Company had $345,019,010 in the Trust Account which may be utilized for Business Combinations. At June 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
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 on a regular basis or if a Business Combination is completed where the impact could be material.
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 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. 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 June 30, 2021 and December 31, 2020, the Company had current liabilities of $12,423,989 and $1,200, respectively, and working capital of ($9,762,007) 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 June 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)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net 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 loss per share for each class of common stock: For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net loss per share: Numerator: Allocation of net loss, including accretion of temporary equity $ (2,974,517 ) $ (743,629 ) $ (19,337,684 ) $ (6,776,115 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 23,254,144 8,148,481 Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.83 ) $ (0.83 )

Public Offering (Tables)

Public Offering (Tables)	6 Months Ended
	Jun. 30, 2021
Public Offering [Abstract]
Schedule of Class A Common Stock Reflected on Balance Sheet	As of June 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 recognized on March 31, 2021, and there has been $2,597 of additional accretion for the three months ended June 30, 2021: As of June 30, 2021 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)	6 Months Ended
	Jun. 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, 2021 June 30, 2021* 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.
Schedule of Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at February 25, 2021 4,627,999 6,727,500 11,355,499 Change in fair value (771,333 ) (1,121,250 ) (1,892,583 ) Fair value at June 30, 2021 3,856,666 5,606,250 9,462,916
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 June 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: Significant Significant Other Other Quoted Prices in Observable Unobservable June 30, Active Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 345,019,010 $ 345,019,010 $ — $ — Public warrants 5,606,250 — 5,606,250 — Private placement warrants 3,856,666 — 3,856,666 — Total $ 354,481,926 $ 345,019,010 $ 9,462,916 $ —

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)	Mar. 01, 2021	Jun. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation		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
Regulatory withdrawal of interest from trust account, annual limit		$ 900,000
Regulatory withdrawal of interest from trust account, maximum period		24 months
Redemption percentage of public shares of common stock if business combination not completed		100.00%
Number of days to seek shareholder approval for redemption of shares		2 days
Number of days to provide opportunity to shareholders to sell their shares		2 days
Dissolution expenses, maximum allowed		$ 100,000
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value		$ 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 months
Threshold net tangible assets		$ 5,000,001
Number of days to redeem public shares of common stock if business combination not completed		10 days
Minimum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of fair market value		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

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)	Mar. 01, 2021	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Number of warrants exercised			0
Federal depository insurance coverage amount		$ 250,000	$ 250,000
Issuance costs related to warrant liability		52	378,413
Accrued interest and penalties related to unrecognized tax liabilities		0	0
Investments and cash held in Trust Account		$ 345,019,010	$ 345,019,010
Redemption percentage of public shares of common stock if business combination not completed		100.00%	100.00%
Dissolution expenses, maximum allowed			$ 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		$ 12,423,989	$ 12,423,989	$ 1,200
Working capital		$ (9,762,007)	$ (9,762,007)	$ (1,200)
Maximum
Significant Accounting Policies [Line Items]
Threshold period to complete business combination from closing of public offering			24 months
Number of days to redeem public shares of common stock if business combination not completed			10 days
IPO
Significant Accounting Policies [Line Items]
Offering costs			$ 19,405,785
Underwriters fee			18,975,000
Issuance costs related to warrant liability			$ 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]
Public and private warrants to purchase shares		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	7,279,166

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share for Each Class of Common Stock (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Class A Common Stock
Numerator:
Allocation of net loss, including accretion of temporary equity	$ (2,974,517)	$ (19,337,684)
Denominator:
Weighted-average shares outstanding	34,500,000	23,254,144
Common Stock - basic and diluted	$ (0.09)	$ (0.83)
Class F Common Stock
Numerator:
Allocation of net loss, including accretion of temporary equity	$ (743,629)	$ (6,776,115)
Denominator:
Weighted-average shares outstanding	8,625,000	8,148,481
Common Stock - basic and diluted	$ (0.09)	$ (0.83)

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)	Mar. 01, 2021	Jun. 30, 2021	Jun. 30, 2021	Feb. 25, 2021
Class Of Stock [Line Items]
Gross proceeds excluding over-allotment	$ 345,000,000
Warrant expiration term		5 years 6 months	5 years 6 months	5 years 6 months
Percentage of deferred underwriting discount			3.50%
Changes in fair value warrants derivative liability		$ 2,256,542	$ (1,892,583)
Public Warrants
Class Of Stock [Line Items]
Warrants derivative liability		5,606,250	5,606,250	$ 6,727,500
Changes in fair value warrants derivative liability			1,121,250
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
Threshold period to complete business combination from closing of public offering	24 months
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		$ 2,597
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)	Jun. 30, 2021USD ($)
Class Of Stock [Line Items]
Contingently redeemable Class A Common Stock	$ 345,000,000
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)	Mar. 19, 2021USD ($)	Feb. 23, 2021Directorshares	Jan. 11, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Feb. 28, 2021USD ($)
Related Party Transaction [Line Items]
Proceeds from sale of Private Placement Warrants to Sponsor					$ 8,900,000
Notes and advances payable – related party				$ 1,350,000	$ 1,350,000
Class F Common Stock
Related Party Transaction [Line Items]
Units sold | shares					8,625,000
Sponsor
Related Party Transaction [Line Items]
Aggregate issuance of unsecured promissory note						$ 300,000
Debt instrument, call date, earliest	Jan. 31, 2022
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
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
Founder Shares | Sponsor | Class F Common Stock
Related Party Transaction [Line Items]
Units sold | shares			8,625,000
Sale of common stock, value			$ 25,000
Share price | $ / shares			$ 0.003
Private Placement Warrants | Class A Common Stock
Related Party Transaction [Line Items]
Number of shares warrant may be converted | shares				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
Administrative Service Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Payments to affiliate				$ 82,857

Deferred Underwriting Compens_2

Deferred Underwriting Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 2021USD ($)
Deferred Underwriting Compensation [Abstract]
Deferred underwriting discount payable	$ 12,075,000
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)	6 Months Ended
	Jun. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Impact related to uncertain tax positions	$ 0
Accrued interest related to uncertain tax positions	0
Accrued penalties related to uncertain tax positions	$ 0

Investments and Cash Held in _2

Investments and Cash Held in Trust - Additional Information (Details)	Jun. 30, 2021USD ($)
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 345,019,010
Money Market Funds
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 345,019,010

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details)	Jun. 30, 2021USD ($)$ / shares	Mar. 01, 2021	Feb. 25, 2021USD ($)$ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	5 years 6 months		5 years 6 months
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term		5 years
Closing price | $ / shares	$ 1.30		$ 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	0
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Closing price | $ / shares	$ 1.30
Aggregate values of Warrants | $	$ 5,606,250		$ 6,727,500
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Aggregate values of Warrants | $	$ 3,856,666		$ 4,600,000

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants (Details)	Jun. 30, 2021	Feb. 25, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant expiration term	5 years 6 months	5 years 6 months
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		0.200
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		0.0091
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) - Warrant Liabilities	4 Months Ended
	Jun. 30, 2021USD ($)
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	(1,892,583)
Fair value at June 30, 2021	9,462,916
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	(771,333)
Fair value at June 30, 2021	3,856,666
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	(1,121,250)
Fair value at June 30, 2021	$ 5,606,250

Fair Value Measurement - Sche_3

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Jun. 30, 2021	Feb. 25, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 345,019,010
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities	5,606,250	$ 6,727,500
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities	3,856,666	$ 4,600,000
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	345,019,010
Total	354,481,926
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	345,019,010
Total	345,019,010
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total	9,462,916
Fair Value, Measurements, Recurring | Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities	5,606,250
Fair Value, Measurements, Recurring | Public Warrants | Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities	5,606,250
Fair Value, Measurements, Recurring | Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities	3,856,666
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 liabilities	$ 3,856,666

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details)	Jun. 30, 2021Vote$ / 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
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	34,500,000
Common stock, shares outstanding	34,500,000
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000	40,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	8,625,000	0
Common stock, shares outstanding	8,625,000	0