Conyers Park III Acquisition (CPAA) 10-Q/A 17 Feb 22 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information Line Items
Entity Registrant Name	CONYERS PARK III ACQUISITION CORP.
Trading Symbol	CPAA
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	Conyers Park III Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to the Current Report on Form 10-Q/A (the “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Filing”), to remove Note 2—Revision of Previously Issued Financial Statements. The Original Filing included the revision of the Company’s audited balance sheet as of August 12, 2021 (the “Post-IPO Balance Sheet”), which was included in the Current Report on Form 8-K originally filed with the SEC on August 18, 2021 (the “Original Form 8-K”). The Post-IPO Balance Sheet should not have been included in the unaudited Original Filing. On February 9, 2022 the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Post IPO Balance Sheet should be restated to classify all Class A common stock subject to possible redemption in temporary equity. Considering such restatement, the Post IPO Balance Sheet, as well as the relevant portions of any communications which describe or are based on the Post IPO Balance Sheet, should no longer be relied upon. Because the Company’s controls over financial reporting did not provide for the proper classification of the Class A common stock within the Company’s financial statements, such disclosure controls and procedures were not effective, which indicates a material weakness in the Company’s internal controls in the Company’s other periodic filings with the SEC. As a result, the Company filed with the SEC an amendment to the Original Form 8-K to restate the Post-IPO Balance Sheet on February 10, 2022.This Quarterly Report is also being filed to amend (i) Part I, Item 4 “Controls and Procedures” of the Original Filing to include a revised conclusion that the disclosure controls and procedures were not effective due to the material weakness in the internal control over financial reporting related to the Company’s accounting for complex financial instruments and (ii) Part II, Item 1A “Risk Factors” of the Original Filing in order to include a statement that the Company identified a material weakness in the internal control over financial reporting related to the Company’s accounting and reporting of complex financial instruments.Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amendment speaks only as of the date the Original Filing was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.
Entity Central Index Key	0001841137
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40719
Entity Tax Identification Number	86-1451191
Entity Address, Address Line One	999 Vanderbilt Beach Road
Entity Address, Address Line Two	Suite 601
Entity Address, City or Town	Naples
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34108
City Area Code	(212)
Local Phone Number	429-2211
Title of 12(b) Security	Class A common stock, par value $0.0001 per share, included as part of the Units
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		35,700,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,925,000

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheet	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 1,625,613
Prepaid Expenses	668,938
Total current assets	2,294,551
Marketable securities held in Trust Account	357,000,828
Total assets	359,295,379
Current liabilities:
Accounts payable and accrued expenses	108,463
Accounts payable - related party	26,351
Total current liabilities	134,814
Warrant liability	9,599,200
Deferred underwriting commissions	12,495,000
Total liabilities	22,229,014
Commitments and Contingencies
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 35,700,000 shares subject to possible redemption at $10.00 per share redemption value	357,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,925,000 shares issued and outstanding	893
Additional paid-in capital
Accumulated deficit	(19,934,528)
Total stockholders’ deficit	(19,933,635)
Total liabilities, Class A common stock subject to possible redemption and stockholders’ deficit	$ 359,295,379

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheet (Parentheticals)	Sep. 30, 2021$ / sharesshares
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	500,000,000
Common stock, shares subject to possible redemption	35,700,000
Subject to possible redemption (in Dollars per share) | $ / shares	$ 10
Class B Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares issued	8,925,000
Common stock, shares outstanding	8,925,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
General and administrative expenses	$ 148,511	$ 150,511
Franchise tax expense	50,000	50,000
Loss from operations	(198,511)	(200,511)
Other income (expense)
Income from interest in operating account	28	28
Income from marketable securities held in Trust Account	828	828
Offering costs associated with warrant liability	(17,434)	(17,434)
Change in fair value of warrant liability	338,000	338,000
Net income	$ 122,911	$ 120,911
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)	19,310,870	6,653,933
Basic and diluted net income per share, Class A common stock subject to redemption (in Dollars per share)	$ 0	$ 0.01
Weighted average shares outstanding, Class B common stock (in Shares)	8,822,283	8,774,906
Basic and diluted net income per share, Class B common stock (in Dollars per share)	$ 0	$ 0.01

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Class A Common Shares Subject to Possible Redemption and Stockholders’ Equity (Deficit) - USD ($)	Class A Common Stock Subject to Possible Redemption	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 06, 2021
Balance (in Shares) at Jan. 06, 2021
Issuance of Class B common stock to Sponsor		$ 1,006	23,994		25,000
Issuance of Class B common stock to Sponsor (in Shares)		10,062,500
Net income (loss)				(2,000)	(2,000)
Balance at Mar. 31, 2021		$ 1,006	23,994	(2,000)	23,000
Balance (in Shares) at Mar. 31, 2021		10,062,500
Net income (loss)
Balance at Jun. 30, 2021		$ 1,006	23,994	(2,000)	23,000
Balance (in Shares) at Jun. 30, 2021		10,062,500
Sale of 35,700,000 Units, net of warrant liability fair value at issuance	$ 357,000,000
Sale of 35,700,000 Units, net of warrant liability fair value at issuance (in Shares)	35,700,000
Fair value of public warrants at initial issuance	$ (16,466,920)		16,466,920		16,466,920
Excess cash received over fair value of Private Placement Warrants			202,800		202,800
Offering costs	(20,282,346)
Forfeiture of Class B common stock by Sponsor		$ (113)	113
Forfeiture of Class B common stock by Sponsor (in Shares)		(1,137,500)
Accretion of Class A common stock subject to possible redemption	$ 36,749,266		(16,693,827)	(20,055,439)	(36,749,266)
Net income (loss)				122,911	122,911
Balance at Sep. 30, 2021	$ 357,000,000	$ 893		$ (19,934,528)	$ (19,933,635)
Balance (in Shares) at Sep. 30, 2021	35,700,000	8,925,000

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Class A Common Shares Subject to Possible Redemption and Stockholders’ Equity (Deficit) (Parentheticals)	3 Months Ended
	Sep. 30, 2021USD ($)
Statement of Stockholders' Equity [Abstract]
Sale of units	$ 35,700,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from operating activities:
Net income	$ 120,911
Adjustments to reconcile net loss to net cash used in operating activities:
Income from marketable securities held in Trust Account	(828)
Offering costs associated with warrant liability	17,434
Change in fair value of warrant liability	(338,000)
Changes in operating assets and liabilities:
Prepaid assets	(668,938)
Accounts payable and accrued expenses	108,463
Accounts payable – related party	26,351
Net cash used in operating activities	(734,607)
Cash flows from investing activities:
Cash deposited in Trust Account	(357,000,000)
Net cash used in investing activities	(357,000,000)
Cash flows from financing activities:
Proceeds from promissory note – related party	172,426
Repayment of promissory note – related party	(172,426)
Gross proceeds from sale of 35,700,000 Units	357,000,000
Proceeds from sale of Private Placement Warrants to Sponsor	10,140,000
Payment of offering costs	(7,779,780)
Net cash provided by financing activities	359,360,220
Net change in cash	1,625,613
Cash at beginning of the period
Cash at end of the period	1,625,613
Supplemental disclosure of cash flow information:
Offering costs paid by Sponsor in exchange for issuance of Class B common stock	25,000
Deferred underwriting commission in connection with initial public offering	$ 12,495,000

Unaudited Condensed Statement_4

Unaudited Condensed Statement of Cash Flows (Parentheticals)	9 Months Ended
	Sep. 30, 2021USD ($)
Statement of Cash Flows [Abstract]
Gross proceeds from sale units	$ 35,700,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General Conyers Park III Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on January 7, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on the consumer sector and consumer-related businesses where its management team’s expertise will provide a competitive advantage. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 7, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the preparation for its initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Conyers Park III Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its Initial Public Offering of 35,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $350 million, and incurring offering costs of approximately $20 million, inclusive of approximately $12 million in deferred underwriting commissions (Note 5). The Company granted the underwriters a 45-day option to purchase up to an additional 5,250,000 units at the initial public offering price to cover over-allotments, if any (the “Over-Allotment Units”) at the time of the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10 million (Note 4). On August 24, 2021, the underwriters partially exercised the over-allotment option to purchase 700,000 Over-Allotment Units at a price of $10.00 per Over-Allotment Unit, generating aggregate gross proceeds of $7,000,000, and the Company incurred $140,000 in cash underwriting fees and $245,000 in deferred underwriting fees. Simultaneously with the partial exercise of the over-allotment option, the Company sold an additional 93,333 Private Placement Warrants to the Sponsor at a price of $1.50 per additional Private Placement Warrant, generating additional gross proceeds of $140,000. Trust Account Following the closing of the Initial Public Offering on August 12, 2021 and the closing of the underwriter’s partial exercise of the over-allotment option on August 24, 2021, $357 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering, over-allotment and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in Trust Account as described below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of shares of its Class A common stock (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem its Public Shares irrespective of whether such Public Stockholder votes for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 3) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares acquired by them in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 10% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 12, 2023, (the “Combination Period”) or (b) which adversely affects the rights of holders of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, including vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $1.6 million in its operating bank account and working capital of approximately $2.2 million. The Company’s liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and the advancement of funds by the Sponsor under the Note (as defined below) to cover the Company’s expenses in connection with the Initial Public Offering. As of September 30, 2021, no amounts remained outstanding under the Note. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 7, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on August 11, 2021 related to the Initial Public Offering, the audited balance sheet included in the Form 8-K filed by the Company with the SEC on August 18, 2021 and the unaudited balance sheet included in the Form 8-K filed by the Company with the SEC on August 24, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. 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 Corporation coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents As of September 30, 2021, the Company had $1,625,613 in cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the Financial Accounting Standards Board’s (“FASB”) ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature, except for the warrant liability (see Note 8). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liability are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common shares issued are charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. 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. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds received from sale of 35,700,000 Units $ 357,000,000 Less: Fair value of public warrants included in the Units sold (16,466,920 ) Offering costs allocated to Class A common stock (20,282,346 ) Add: Accretion on Class A common stock to redemption value 36,749,266 Class A common stock subject to possible redemption $ 357,000,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets with a full valuation allowance against them. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,660,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, the exercise of the warrants and the conversion of the rights into Class A common stock is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public Class A common stock subject to redemption and Class B common stock, the Company first calculated the total income (loss) allocable to both sets of shares. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 69% for the Class A common stock and 31% for the Class B common stock for the three months ended September 30, 2021 and 43% for the Class A common stock and 57% for the Class B common stock for the period from January 7, 2021 (inception) through September 30, 2021, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Period from January 7, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 84,367 $ 38,544 $ 52,145 $ 68,766 Denominator: Basic and diluted weighted average shares outstanding 19,310,870 8,822,283 6,653,933 8,774,906 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ 0.01 $ 0.01 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt –debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company’s management is currently evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On August 12, 2021, the Company sold 35,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $350 million, and incurring offering costs of approximately $20 million, inclusive of approximately $12 million in deferred underwriting commissions. On August 24, 2021, the underwriters partially exercised the over-allotment option to purchase 700,000 Over-Allotment Units at a price of $10.00 per Over-Allotment Unit, generating aggregate gross proceeds of $7,000,000. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On March 29, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 10,062,500 shares of Class B common stock, par value $0.0001, (the “Founder Shares”). In September 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors. The initial stockholders agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. With partial exercise of the over-allotment option on August 24, 2021 and subsequent expiration of the over-allotment option on September 23, 2021, 8,925,000 Founder Shares were outstanding as of September 30, 2021 with 1,137,500 Founder Shares forfeited. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, on August 12, 2021 the Company sold 6,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $10 million. On August 24, 2021, simultaneously with the sale of the Over-Allotment Units, the Company consummated the sale of an additional 93,333 Private Placement Warrants at $1.50 per additional Private Placement Warrant, generating additional gross proceeds of $140,000. Each whole Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. Certain of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not consummated within the Combination Period, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under any Working Capital Loan. Promissory Note Prior to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2022 or the completion of the Initial Public Offering. On August 12, 2021, the total balance of $172,426 of the Note was repaid to the Sponsor. Because the balance of the Note has been repaid, it is no longer available to the Company. Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $20,000 in expenses in connection with such services during the three months ended September 30, 2021 and for the period from January 7, 2021 (inception) through September 30, 2021.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5—Commitments & Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On August 24, 2021, the underwriters partially exercised their over-allotment option for 700,000 Over-Allotment Units. The underwriters were entitled to an underwriting discount of 2% of the gross proceeds of the Initial Public Offering, or $7,000,000 (or up to $8,050,000 if the underwriters’ over-allotment option is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $12,250,000 (or up to $14,087,500 if the underwriters’ over-allotment option is exercised in full), held in the Trust Account and payable upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement. The underwriters were entitled an underwriting discount of $7,140,000 in the aggregate, which was paid upon the closing of the Initial Public Offering and the partial exercise of the over-allotment option. In addition, the underwriters are entitled to a deferred fee of $12,495,000 in the aggregate in connection with the closing of the Initial Public Offering and the partial exercise of the over-allotment option. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, and the results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Warrant Liability

Warrant Liability	9 Months Ended
	Sep. 30, 2021
Warrant Liability [Abstract]
Warrant Liability	Note 6—Warrant Liability Private Placement Warrants— The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and non-redeemable so long as they are held by the Sponsor or such its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of September 30, 2021, there were 6,760,000 Private Placement Warrants outstanding.

Class A Common Stock Subject To

Class A Common Stock Subject To Possible Redemption	9 Months Ended
	Sep. 30, 2021
Common Stock Subject To Possible Redemption [Abstract]
Class A Common Stock Subject To Possible Redemption	Note 7—Class A Common Stock Subject To Possible Redemption Class A Common Stock

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8—Stockholders’ Equity Class B Common Stock Holders of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule; provided that only holders of shares of Class B common stock have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans. Preferred Stock Public Warrants The Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The registration statement of which the prospectus forms a part registers the shares of Class A common stock issuable upon exercise of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of Public Warrants ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise their redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The 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 that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets: Marketable securities held in Trust Account $ 357,000,828 $ — $ — Liabilities: Warrant liability $ — $ — $ 9,599,200 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. No transfers to/from Levels 1, 2 or 3 were recognized during the reporting period. Level 1 assets include investments in money market funds. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the Private Placement Warrants is measured at fair value using a Black-Scholes option pricing model with the volatility calculated by backsolving in a Monte Carlo simulation. Inherent in a Black-Scholes option pricing model with the volatility calculated by backsolving in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s select peers. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.44 $ 9.74 Volatility 28.0 % 25.0 % Term (in years) 6.00 5.87 Risk-free rate 1.16 % 1.31 % Dividend yield 0.0 % 0.0 % The change in the fair value of the warrant liability, measured with Level 3 inputs, for the period ended September 30, 2021 is summarized as follows: Fair value as of January 7, 2021 (inception) $ — Fair value of warrant liability at issuance 9,937,200 Change in fair value of warrant liability (338,000 ) Warrant liability balance as of September 30, 2021 (unaudited) $ 9,599,200

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than as described in these unaudited condensed financial statements in relation to the Company’s Initial Public Offering (Note 1, 3, and 5) and related transactions as well as the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 7, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on August 11, 2021 related to the Initial Public Offering, the audited balance sheet included in the Form 8-K filed by the Company with the SEC on August 18, 2021 and the unaudited balance sheet included in the Form 8-K filed by the Company with the SEC on August 24, 2021.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates.
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 Corporation coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents As of September 30, 2021, the Company had $1,625,613 in cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the Financial Accounting Standards Board’s (“FASB”) ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature, except for the warrant liability (see Note 8).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Deferred offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liability are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common shares issued are charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. 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. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds received from sale of 35,700,000 Units $ 357,000,000 Less: Fair value of public warrants included in the Units sold (16,466,920 ) Offering costs allocated to Class A common stock (20,282,346 ) Add: Accretion on Class A common stock to redemption value 36,749,266 Class A common stock subject to possible redemption $ 357,000,000
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets with a full valuation allowance against them. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,660,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, the exercise of the warrants and the conversion of the rights into Class A common stock is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public Class A common stock subject to redemption and Class B common stock, the Company first calculated the total income (loss) allocable to both sets of shares. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 69% for the Class A common stock and 31% for the Class B common stock for the three months ended September 30, 2021 and 43% for the Class A common stock and 57% for the Class B common stock for the period from January 7, 2021 (inception) through September 30, 2021, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Period from January 7, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 84,367 $ 38,544 $ 52,145 $ 68,766 Denominator: Basic and diluted weighted average shares outstanding 19,310,870 8,822,283 6,653,933 8,774,906 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ 0.01 $ 0.01
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt –debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company’s management is currently evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of condensed balance sheets are reconciled	Gross proceeds received from sale of 35,700,000 Units $ 357,000,000 Less: Fair value of public warrants included in the Units sold (16,466,920 ) Offering costs allocated to Class A common stock (20,282,346 ) Add: Accretion on Class A common stock to redemption value 36,749,266 Class A common stock subject to possible redemption $ 357,000,000
Schedule of basic and diluted net income (loss) per common share	Three Months Ended Period from January 7, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 84,367 $ 38,544 $ 52,145 $ 68,766 Denominator: Basic and diluted weighted average shares outstanding 19,310,870 8,822,283 6,653,933 8,774,906 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ 0.01 $ 0.01

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation techniques	Description Quoted Prices Significant Significant Assets: Marketable securities held in Trust Account $ 357,000,828 $ — $ — Liabilities: Warrant liability $ — $ — $ 9,599,200
Schedule of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates	As of As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.44 $ 9.74 Volatility 28.0 % 25.0 % Term (in years) 6.00 5.87 Risk-free rate 1.16 % 1.31 % Dividend yield 0.0 % 0.0 %
Schedule of reconciliation of changes in fair value of warrant liabilities	Fair value as of January 7, 2021 (inception) $ — Fair value of warrant liability at issuance 9,937,200 Change in fair value of warrant liability (338,000 ) Warrant liability balance as of September 30, 2021 (unaudited) $ 9,599,200

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Aug. 24, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering description		The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its Initial Public Offering of 35,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $350 million, and incurring offering costs of approximately $20 million, inclusive of approximately $12 million in deferred underwriting commissions (Note 5).
Additional units of initial public offering (in Shares)		5,250,000
Generating gross proceeds	$ 140,000
Purchase over-allotment units (in Shares)	700,000
Price per over-allotment unit (in Dollars per share)	$ 10
Gross proceeds	$ 7,000,000
Cash underwriting fees	140,000
Deferred underwriting fees	245,000
Sold an additional private placement warrants	93,333
Sponsor price	1.5
Net proceeds	$ 357,000,000
Per unit (in Dollars per share)	$ 10
Aggregate fair value market, percentage		80.00%
Business combination company owns or acquires, percentage		50.00%
Aggregate public shares, percentage		10.00%
Initial stockholders description		The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 12, 2023, (the “Combination Period”) or (b) which adversely affects the rights of holders of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
Franchise and income taxes		$ 100,000
Per share (in Dollars per share)		$ 10
Cash		$ 1.6
working capital		$ 2.2
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrants (in Shares)		6,666,667
Price per share (in Dollars per share)		$ 1.5
Generating gross proceeds		$ 10,000,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Capital		$ 25,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public shares (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)shares	Sep. 30, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance corporation coverage (in Dollars) | $		$ 250,000
Cash (in Dollars) | $	$ 1,625,613	$ 1,625,613
Common Class A [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate shares (in Shares) | shares	18,660,000	18,660,000
Allocated ratio	69.00%	(43.00%)
Common Class B [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate shares (in Shares) | shares	10,062,500	10,062,500
Allocated ratio	(31.00%)	57.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheets are reconciled	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of condensed balance sheets are reconciled [Abstract]
Gross proceeds received from sale of 35,700,000 Units	$ 357,000,000
Less:
Fair value of public warrants included in the Units sold	(16,466,920)
Offering costs allocated to Class A common stock	(20,282,346)
Add:
Accretion on Class A common stock to redemption value	36,749,266
Class A common stock subject to possible redemption	$ 357,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 84,367	$ 52,145
Denominator:
Basic and diluted weighted average shares outstanding	19,310,870	6,653,933
Basic and diluted net income (loss) per share	$ 0	$ 0.01
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 38,544	$ 68,766
Denominator:
Basic and diluted weighted average shares outstanding	8,822,283	8,774,906
Basic and diluted net income (loss) per share	$ 0	$ 0.01

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Aug. 12, 2021	Aug. 24, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Generating aggregate gross proceeds		$ 7,000,000
IPO [Member]
Initial Public Offering (Details) [Line Items]
New purchase share (in Shares)	35,000,000
Sale of price per share (in Dollars per share)	$ 10
Generating gross proceeds	$ 350,000,000
Deferred underwriting commissions	$ 12,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of price per share (in Dollars per share)		$ 10
New purchase share (in Shares)		700,000
Common Class A [Member]
Initial Public Offering (Details) [Line Items]
Initial offering description			Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 12, 2021	Sep. 30, 2021	Sep. 23, 2021	Aug. 24, 2021	Mar. 29, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Gross proceeds						$ 357,000,000
Description of related party transaction						The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under any Working Capital Loan.
Total amount of promissory note	$ 172,426
Other service expenses						$ 20,000
Over-Allotment Units [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders of founder shares		1,137,500
Subsequent expiration			8,925,000
Price per share				$ 1.5
Additional gross proceeds				$ 140,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Underwriters of founder shares percentage		20.00%				20.00%
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Price per share	$ 1.5
Sold of private placement warrants	6,666,667
Gross proceeds	$ 10,000,000
Over-Allotment Units [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants				93,333
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to sponsor, shares					10,062,500
Common stock par value		$ 0.0001			$ 0.0001	$ 0.0001
Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value		0.0001				0.0001
Price per share		12				12
Common Class A [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Price per share		$ 11.5				$ 11.5
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of cover expenses		$ 300,000				$ 300,000
Sponsor [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor amount					$ 25,000
Founder shares						25,000
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Sponsor						$ 10,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders of founder shares						1,312,500

Commitments & Contingencies (De

Commitments & Contingencies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Commitments & Contingencies (Details) [Line Items]
Underwriting discount, description	The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On August 24, 2021, the underwriters partially exercised their over-allotment option for 700,000 Over-Allotment Units.
Deferred underwriting discount	3.50%
Gross proceeds	$ 357,000,000
Over-allotment option exercised	8,050,000
Underwriting discount	7,140,000
Deferred fee	$ 12,495,000
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting discount	2.00%
Gross proceeds	$ 12,250,000
Underwriting Agreement [Member]
Commitments & Contingencies (Details) [Line Items]
Gross proceeds	7,000,000
Over-Allotment Option [Member]
Commitments & Contingencies (Details) [Line Items]
Over-allotment option exercised	$ 14,087,500

Warrant Liability (Details)

Warrant Liability (Details)	Sep. 30, 2021USD ($)
Public Warrants [Member]
Warrant Liability (Details) [Line Items]
Private placement warrants outstanding	$ 6,760,000

Class A Common Stock Subject _2

Class A Common Stock Subject To Possible Redemption (Details) - Class A Common Stock [Member]	Sep. 30, 2021$ / sharesshares
Class A Common Stock Subject To Possible Redemption (Details) [Line Items]
Authorized shares issued	500,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	35,700,000
Common stock, shares outstanding	35,700,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Sep. 24, 2021	Mar. 29, 2021
Stockholders' Equity (Details) [Line Items]
Shares subject to forfeiture	1,312,500
Underwriters of founder shares	20.00%
Founder Shares remain subject to forfeiture	1,137,500
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Stockholders’ equity , Description	The Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
warrants outstanding	11,900,000
Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Exercise over-allotment option		8,925,000
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Business combination , description	The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of Public Warrants—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:    ● in whole and not in part;     ● at a price of $0.01 per Public Warrant;     ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and   ●if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares issued	10,062,500
Common stock, shares outstanding	10,062,500
Aggregate on converted percentage	20.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation techniques	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1)
Assets:
Marketable securities held in Trust Account	$ 357,000,828
Liabilities:
Warrant liability
Significant Other Observable Inputs (Level 2)
Assets:
Marketable securities held in Trust Account
Liabilities:
Warrant liability
Significant Other Unobservable Inputs (Level 3)
Assets:
Marketable securities held in Trust Account
Liabilities:
Warrant liability	$ 9,599,200

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates - $ / shares	Jan. 07, 2021	Sep. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)		$ 11.5
Stock price (in Dollars per share)		$ 9.74
Volatility		25.00%
Term (in years)		5 years 10 months 13 days
Risk-free rate		1.31%
Dividend yield
Initial Issuance [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 9.44
Volatility	28.00%
Term (in years)	6 years
Risk-free rate	1.16%
Dividend yield

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of changes in fair value of warrant liabilities [Abstract]
Fair value, beginning balance
Fair value of warrant liability at issuance	9,937,200
Change in fair value of warrant liability	(338,000)
Fair value of warrant liabilities, ending balance	$ 9,599,200