Dave (DAVE) 10-Q 13 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 13, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	VPC IMPACT ACQUISITION HOLDINGS III, INC.
Entity Central Index Key	0001841408
Entity Tax Identification Number	86-1481509
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-40161
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Victory Park Capital Advisors, LLC
Entity Address, Address Line Two	150 North Riverside Plaza
Entity Address, Address Line Three	Suite 5200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	701-1777
Document Transition Report	false
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	VPCC.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	VPCC WS
Security Exchange Name	NYSE
Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001
Trading Symbol	VPCC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		25,376,598
Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,344,150

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet	Jun. 30, 2021USD ($)
Current Assets
Cash	$ 703,038
Prepaid expenses	1,087,103
Total Current Assets	1,790,141
Marketable securities held in Trust Account	253,778,880
Total Assets	255,569,021
Current Liabilities
Accrued expenses	1,696,821
Accrued offering costs	5,000
Total Current Liabilities	1,701,821
Warrant Liabilities	20,450,446
Deferred underwriting fee payable	8,881,809
Total Liabilities	31,034,076
Commitments
Class A common stock subject to possible redemption 21,953,494 shares at redemption value of $10.00 per share	219,534,940
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid in capital	10,128,098
Accumulated deficit	(5,129,070)
Total Stockholders' Equity	5,000,005
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	255,569,021
Class A [Member]
Stockholders' Equity
Common Stock	343
Class B [Member]
Stockholders' Equity
Common Stock	$ 634	[1]
[1]	In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021.

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheet (Parenthetical)	Jun. 30, 2021$ / sharesshares
Temporary Equity, Shares Authorized	21,953,494
Temporary Equity, Par Value | $ / shares	$ 10
Preferred Stock, Par Value | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A [Member]
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	200,000,000
Common Stock, Shares, Issued	3,423,104
Common Stock, Shares, Outstanding	3,423,104
Common Stock Subject To Possible Redemption	21,953,494
Class B [Member]
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Issued	6,344,150
Common Stock, Shares, Outstanding	6,344,150

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)		3 Months Ended	6 Months Ended
		Jun. 30, 2021	Jun. 30, 2021
Formation and operational costs		$ 1,947,996	$ 2,082,238
Loss from operations		(1,947,996)	(2,082,238)
Other income (expense):
Changes in fair value of warrant liability		(1,539,877)	(1,082,102)
Compensation expense on warrant liability			(1,377,059)
Transaction costs allocated to warrant liabilities			(600,571)
Interest earned on marketable securities held in Trust Account		9,209	12,900
Other expense, net		(1,530,668)	(3,046,831)
Net loss		(3,478,664)	(5,129,070)
Class A [Member]
Other income (expense):
Interest earned on marketable securities held in Trust Account		$ 9,209	$ 12,900
Weighted average shares outstanding		25,376,598	25,376,598
Basic and diluted net income (loss) per share		$ 0	$ 0
Class B [Member]
Loss from operations		$ (3,478,664)	$ (5,129,070)
Other income (expense):
Net loss		$ (3,478,664)	$ (5,129,070)
Weighted average shares outstanding	[1]	6,344,150	6,129,745
Basic and diluted net income (loss) per share		$ (0.55)	$ (0.84)
[1]	In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 126,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Parenthetical) - Common Class B [Member] - shares	Mar. 09, 2021	Jun. 30, 2021	Jan. 22, 2021
Common Stock, Shares, Outstanding		6,344,150
Founder Shares [Member]
Forfeiture of Founder Shares, Shares	124,600	124,600
Common stock shares not subject to forfeiture		719,150
Common Stock, Shares, Outstanding		6,344,150	6,408,750

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Changes in Shareholders' Equity - USD ($)		Total	Class B [Member]	Common Stock [Member]Class A [Member]	Common Stock [Member]Class B [Member]	Additional Paid in Capital	Accumulated Deficit
Beginning balance at Jan. 13, 2021		$ 0		$ 0	$ 0	$ 0	$ 0
Beginning balance, Shares at Jan. 13, 2021				0	0
Issuance of Class B common stock to Sponsor	[1]	25,000		$ 0	$ 647	24,353	0
Issuance of Class B common stock to Sponsor, Shares	[1]			0	6,468,750
Sale of 25,376,598 Units, net of underwriting discounts, fair value of public warrants and offering expenses		229,639,015		$ 2,538	$ 0	229,636,477	0
Sale of 25,376,598 Units, net of underwriting discounts, fair value of public warrants and offering expenses, Shares				25,376,598	0
Forfeiture of Founder Shares		0		$ 0	$ (13)	13	0
Forfeiture of Founder Shares, Shares				0	(124,600)
Common stock subject to possible redemption		(223,013,600)		$ (2,230)	$ 0	(223,011,370)	0
Common stock subject to possible redemption, Shares				(22,301,360)	0
Net loss		(1,650,406)		$ 0	$ 0	0	(1,650,406)
Ending balance at Mar. 31, 2021		5,000,009		$ 308	$ 634	6,649,473	(1,650,406)
Ending balance, Shares at Mar. 31, 2021				3,075,238	6,344,150
Beginning balance at Jan. 13, 2021		0		$ 0	$ 0	0	0
Beginning balance, Shares at Jan. 13, 2021				0	0
Net loss		(5,129,070)	$ (5,129,070)
Ending balance at Jun. 30, 2021		5,000,005		$ 343	$ 634	10,128,098	(5,129,070)
Ending balance, Shares at Jun. 30, 2021				3,423,104	6,344,150
Beginning balance at Mar. 31, 2021		5,000,009		$ 308	$ 634	6,649,473	(1,650,406)
Beginning balance, Shares at Mar. 31, 2021				3,075,238	6,344,150
Change in value of common stock subject to possible redemption		3,478,660		$ 35	$ 0	3,478,625	0
Change in value of common stock subject to possible redemption, Shares				347,886	0
Net loss		(3,478,664)	$ (3,478,664)	$ 0	$ 0	0	(3,478,664)
Ending balance at Jun. 30, 2021		$ 5,000,005		$ 343	$ 634	$ 10,128,098	$ (5,129,070)
Ending balance, Shares at Jun. 30, 2021				3,423,104	6,344,150
[1]	In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021.

Condensed Consolidated Statem_4

Condensed Consolidated Statement Of Changes In Shareholders Equity (Parenthetical) - shares	Mar. 09, 2021	Mar. 31, 2021	Jun. 30, 2021	Jan. 22, 2021
Common Class B [Member]
Common Stock, Shares, Outstanding			6,344,150
Common Class B [Member] | Ordinary Shares [Member]
Forfeiture of Founder Shares, Shares		(124,600)
Number of units sold		0
Common Class A [Member]
Common Stock, Shares, Outstanding			3,423,104
Common Class A [Member] | Ordinary Shares [Member]
Forfeiture of Founder Shares, Shares		0
Number of units sold		25,376,598
Founder Shares [Member] | Common Class B [Member]
Forfeiture of Founder Shares, Shares	124,600		124,600
Common stock shares not subject to forfeiture			719,150
Common Stock, Shares, Outstanding			6,344,150	6,408,750

Condensed Consolidated Statem_5

Condensed Consolidated Statement of Cash Flows	6 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (5,129,070)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(12,900)
Changes in fair value of warrant liability	1,082,102
Transaction costs allocated to warrant liabilities	600,571
Compensation expense – warrants	1,377,059
Changes in operating assets and liabilities:
Prepaid expenses	(1,087,103)
Accrued expenses	1,696,821
Net cash used in operating activities	(1,472,520)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(253,765,980)
Net cash used in investing activities	(253,765,980)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	248,690,660
Proceeds from sale of Private Placements Warrants	7,650,320
Repayment of promissory note - related party	(88,142)
Payment of offering costs	(311,300)
Net cash provided by financing activities	255,941,538
Net Change in Cash	703,038
Cash - Beginning of period	0
Cash – End of period	703,038
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	5,000
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Offering costs paid through promissory note	88,142
Initial classification of Class A common stock subject to possible redemption	222,685,780
Change in value of Class A common stock subject to possible redemption	(3,150,840)
Deferred underwriting fee payable	8,881,809
Forfeiture of Founder Shares	$ (13)

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings III, Inc. (the “Company”) is a blank check company incorporated in Delaware on January 14, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $7,650,321, which is described in Note 4. Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Initial Business Combination On June 7, 2021, the Company, a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“First Merger Sub”), Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), and Dave Inc., a Delaware corporation (“Dave”), pursuant to which, among other things: (a) First Merger Sub will merge with and into Dave (the “First Merger”), with Dave being the surviving corporation of the First Merger (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving company of the Second Merger. The transactions contemplated by the Merger Agreement (the “Transactions”), Recapitalization Prior to the closing of the Mergers (the “Closing”), Dave will cause (collectively, the “Recapitalization”): (a) each share of Dave’s preferred stock that is issued and outstanding immediately prior to the effective time of the First Merger (the “Effective Time”) to automatically convert into a number of shares of Dave’s common stock, par value per share (the “Dave Common Stock”), at their respective conversion ratio; (b) a dual-class Dave common stock structure to be implemented consisting of (x) Class A common stock, par value (“Dave Class A Common Stock” “Dave Class V Common Stock” “Dave Stock”), and Co-Founder of (“Mr. Wilk”), Merger Consideration Pursuant to the Merger Agreement, the stockholders of Dave, including holders of restricted shares of the Dave’s Common Stock (“Dave Restricted Stock”) (such holders, collectively, the “Dave Stockholders”) and holders of vested Dave Options (as defined below), will receive aggregate merger consideration with an implied value (the “Equity Value”), (the “Aggregate Stock Consideration”). Pursuant to the Merger Agreement, at the Effective Time, (a) each share of Dave Class A Common Stock held by the Dave Stockholders will be cancelled and automatically converted into the right to receive a number of shares of newly issued Class A common stock of the Company, par value $0.0001 (“Company Class A Common Stock”), equal to an exchange ratio (the “Per Share Dave Stock Consideration”) determined by dividing the Aggregate Stock Consideration by the sum of (without duplication): Dave Non-Plan Options Dave Non-Plan Options Dave Non-Plan Options (the “Dave Stock Adjusted Fully Diluted Shares”) (“Company Class V Common Stock” and together with the Company Class A Common Stock, “Company Common Stock”), equal to the Per Share Dave Stock Consideration. Each option to purchase shares of capital stock of Dave (“Dave Option”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) (other than certain options to purchase shares of capital stock of Dave granted outside of the terms and conditions of Dave’s stock plans (“Dave Non-Plan Options”)) will be automatically assumed by the Company and converted into an option to acquire an adjusted number of shares of Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (each such resulting option, a “Rollover Option”) at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Dave Option, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Options. The shares of Dave Common Stock issuable upon the exercise of Dave Options that are outstanding, unexercised and unvested immediately prior to the Effective Time (such options, the “Unvested Dave Options”) are not included in the calculation of the “Dave Stock Adjusted Fully Diluted Shares” for purposes of the calculation of the Per Share Dave Stock Consideration, and the shares of the Company Class A Common Stock issuable upon the exercise of Rollover Options representing at the Effective Time Unvested Dave Options (such shares, “Unvested Rollover Option Shares”) are not considered a part of the Aggregate Stock Consideration. The Unvested Rollover Option Shares will reduce the shares of Company Class A Common Stock initially available for issuance under the new equity incentive plan that the Company will adopt as of the Closing. Each Dave Non-Plan Option Each award of the Dave Restricted Stock that is outstanding and unvested immediately prior to the Effective Time will be automatically assumed by the Company and converted into an award of restricted stock with respect to an adjusted number of shares of Company Class A Common Stock (pursuant to a ratio based on the Per Share Dave Stock Consideration) (the “Rollover Restricted Stock”) and will continue to be governed by substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding former Dave Restricted Stock, except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the parties to the Merger Agreement may determine are appropriate to effectuate the administration of the Rollover Restricted Stock. Each warrant to purchase shares of capital stock of Dave (“Dave Warrants”) that is outstanding and unexercised immediately prior to the Effective Time will be automatically terminated in accordance with the terms of the applicable Dave Warrant and be of no further force or effect as of the Effective Time. High Vote Shares Pursuant to the Merger Agreement, immediately prior to the Closing, the Company’s current amended and restated certificate of incorporation will be further amended and restated (the “Company A&R Charter”) (the “High Vote”). The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of Dave and the Company and its subsidiaries prior to the Closing. The Closing is subject to certain customary conditions. Repurchase Agreement Concurrently with the execution of the Merger Agreement, the Company, Dave, Mr. Wilk and Kyle Beilman, the Chief Financial Officer of Dave (the “Repurchase”). (the “Aggregate Repurchase Price”), divided by For more information about the Merger Agreement and the proposed business combination, see our Current Report on Form 8-K filed with the SEC on June 7, 2021 (File No. 001-40161). Unless specifically stated, this Quarterly Report does not give effect to the Proposed Transaction and does not contain the risks associated with the Proposed Transaction. Such risks and effects relating to the Proposed Transaction will be included in the Bakkt Disclosure Statement. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share). The per-share with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5 The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination by March 9, 2023 (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 The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for 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 June 30, 2021, the Company had $ in its operating bank accounts and working capital of $ . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on March 9, 2021. 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 5). As of June 30, 2021 and December 31, 2020, 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	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated 10-Q S-X consolidated or consolidated The accompanying unaudited condensed consolidated 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed consolidated 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 confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were 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 associated with warrant liabilities were expensed as incurred in the condensed consolidated Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash 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.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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 June 30, 2021, 21,953,624 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of June 30, 2021. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of June 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. The provision for income taxes was deemed to be de minimis for the periods ended June 30, 2021. Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants to purchase 11,444,364 Class A common share issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the average stock price of the Company’s common stock for the three and six months ended June 30, 2021 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months June 30, 2021 For the Period from 2021 (inception) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common $ 9,209 $ 12,900 Income and Franchise Tax (9,209 ) (12,900 ) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A 25,376,598 25,376,598 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net $ (3,478,664 ) $ (5,129,070 ) Redeemable Net Earnings — — Non-Redeemable $ (3,478,664 ) $ (5,129,070 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 6,344,150 6,129,745 Loss/Basic and Diluted Non-Redeemable $ (0.55 ) $ (0.84 ) 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 limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated

Initial Public offering

Initial Public offering	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fourth

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,650,321 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading Promissory Note — Related Party On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2021 and for the period from January 14, 2021 (inception) through June 30, 2021, the Company incurred $30,000 and $40,000 in fees for these services, respectively, which is included in accrued expenses in the accompanying balance sheet. Related Party Loans 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 or, at the lender’s discretion, up to $1,500,000 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 June 30, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Subscription Agreements On June 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have agreed to purchase an aggregate of 21,000,000 shares of the Company’s Class A Common Stock in a private placement for $10.00 per share (the “Private Placement”). The proceeds from the Private Placement will be partially used to fund the Repurchase and for general working capital purposes following the Closing. Each Subscription Agreement will terminate upon the earlier to occur of (a) the termination of the Merger Agreement in accordance with its terms, (b) the mutual written agreement of the parties to such Subscription Agreement, and (c) February 3, 2022, if the Closing has not occurred by such date. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' equity

Stockholders' equity	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Stockholders' equity	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one

Warrant Liabilities

Warrant Liabilities	6 Months Ended
	Jun. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liabilities	NOTE 8. WARRANT LIABILITIES As of June 30, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial 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” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading third The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading three If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of June 30, 2021, there were 5,100,214 Private Placement non-redeemable

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS At June 30, 2021, assets held in the Trust Account were comprised of $253,778,880 in money market funds which are invested primarily in U.S. Treasury Securities. Through June 30, 2021, the Company withdrew no interest earned on the Trust. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description June 30, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 253,778,880 $ 253,778,880 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 10,023,756 $ 10,023,756 $ — $ — Warrant Liability – Private Placement Warrants $ 10,426,690 $ — $ — $ 10,426,690 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021. The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) June 30, 2021 Public Private Private Input Warrants Warrants Warrants Stock Price $ 10.00 $ 9.59 $ 9.89 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 28.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 0.87 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement(1) Public Warrant Liabilities Fair value as of January 14, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 9,027,379 10,340,965 19,368,344 Change in valuation inputs or other assumptions (204,009 ) (253,766 ) (457,775 ) Transfer to Level 1 (10,087,199 ) (10,087,199 ) Fair value as of March 31, 2021 $ 8,823,370 $ — $ 8,823,370 Change in valuation inputs or other assumptions 1,603,320 — 1,603,320 Fair value as of June 30, 2021 $ 10,426,690 $ — $ 10,426,690 (1) As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 5), the Company recorded a charge of $1.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 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 condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated 10-Q S-X consolidated or consolidated The accompanying unaudited condensed consolidated
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed consolidated 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 confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were 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 associated with warrant liabilities were expensed as incurred in the condensed consolidated
Warrant Liability	Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
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.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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 June 30, 2021, 21,953,624 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of June 30, 2021. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of June 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. The provision for income taxes was deemed to be de minimis for the periods ended June 30, 2021.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants to purchase 11,444,364 Class A common share issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the average stock price of the Company’s common stock for the three and six months ended June 30, 2021 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive. The Company’s statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months June 30, 2021 For the Period from 2021 (inception) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common $ 9,209 $ 12,900 Income and Franchise Tax (9,209 ) (12,900 ) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A 25,376,598 25,376,598 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net $ (3,478,664 ) $ (5,129,070 ) Redeemable Net Earnings — — Non-Redeemable $ (3,478,664 ) $ (5,129,070 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 6,344,150 6,129,745 Loss/Basic and Diluted Non-Redeemable $ (0.55 ) $ (0.84 )
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 limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Schedule of Earnings Per Share Basic And Diluted	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months June 30, 2021 For the Period from 2021 (inception) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common $ 9,209 $ 12,900 Income and Franchise Tax (9,209 ) (12,900 ) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A 25,376,598 25,376,598 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net $ (3,478,664 ) $ (5,129,070 ) Redeemable Net Earnings — — Non-Redeemable $ (3,478,664 ) $ (5,129,070 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 6,344,150 6,129,745 Loss/Basic and Diluted Non-Redeemable $ (0.55 ) $ (0.84 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Assets Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description June 30, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 253,778,880 $ 253,778,880 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 10,023,756 $ 10,023,756 $ — $ — Warrant Liability – Private Placement Warrants $ 10,426,690 $ — $ — $ 10,426,690
Summary of public warrants and the black-scholes-merton model	The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows: January 12, 2021 (Initial Measurement) June 30, 2021 Public Private Private Input Warrants Warrants Warrants Stock Price $ 10.00 $ 9.59 $ 9.89 Exercise Price $ 11.50 $ 11.50 $ 11.50 Volatility 26.9 % 26.0 % 28.0 % Term (years) 5.00 5.00 5.00 Dividend Yield 0.00 % 0.00 % 0.00 % Risk Free Rate 1.21 % 1.21 % 0.87 % The following table presents the changes in the fair value of Level 3 warrant liabilities:
Summary of changes in fair value of the warrant liabilities	Private Placement(1) Public Warrant Liabilities Fair value as of January 14, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 9,027,379 10,340,965 19,368,344 Change in valuation inputs or other assumptions (204,009 ) (253,766 ) (457,775 ) Transfer to Level 1 (10,087,199 ) (10,087,199 ) Fair value as of March 31, 2021 $ 8,823,370 $ — $ 8,823,370 Change in valuation inputs or other assumptions 1,603,320 — 1,603,320 Fair value as of June 30, 2021 $ 10,426,690 $ — $ 10,426,690 (1) As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 5), the Company recorded a charge of $1.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations.

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Jun. 07, 2021	Mar. 09, 2021	Mar. 31, 2021	Jun. 30, 2021	Jan. 13, 2021
Number of units issued			$ 229,639,015
Proceeds from warrants issued				$ 7,650,320
Stock issued, transaction costs		$ 14,386,571
Underwriting fees		5,075,320
Deferred underwriting fees		8,881,809
Other offering costs		429,442
Percentage Of Assets Held in Trust Account				80.00%
Percent Of Shares Restricted For Redemption				15.00%
Minimum Net Tangible Assets Required For Business Combination				$ 5,000,001
Percent of Shares Redeemable				100.00%
Interest On Dissolution Expenses				$ 100,000
Aggregate merger consideration	$ 3,500,000,000
Business acquisition share value per share	$ 10
Business acquisition equity value	$ 10
Business acquisition,per share stock consideration value	10
Business acquisition,per share stock consideration adjusted value	$ 10
Due to Related Parties, Current				300,000
Cash				703,038	$ 0
Offering costs paid by Sponsor in exchange for issuance of founder shares				25,000
Working capital				$ 88,130
Repurchase Agreement [Member]
Stock repurchase program,repurchase price per share	$ 10
Stock repurchase program,repurchase is contingent on the amount of Parent Cash Excess Amount	$ 300,000,000
Aggregate repurchase price	300,000,000
Aggregate repurchase price per dollar	10
Threshold limit on aggregate repurchase price for stock repurchase	60,000,000
Threshold limit on parent cash for repurchase of stock	$ 300,000,000
Chief Executive Officer And Co Founder Of Dave [Member] | Mr Wilk [Member] | Repurchase Agreement [Member]
Percentage of number of shares of common stock subject to repurchase allocated to officer	80.00%
Chief Executive Officer And Co Founder Of Dave [Member] | Company A&R Charter [Member] | Mr Wilk [Member]
Percentage of voting power	70.00%
Chief Financial Officer [Member] | Mr Beilman [Member] | Repurchase Agreement [Member]
Percentage of number of shares of common stock subject to repurchase allocated to officer	20.00%
Recapitalization [Member] | Dave Common Stock [Member]
Common stock par value per share	$ 0.00001
Class A [Member]
Common stock par value per share				$ 0.0001
Common stock voting rights				one vote
Dave Class A Common Stock [Member] | Recapitalization [Member]
Common stock par value per share	$ 0.00001
Common stock voting rights	one (1) vote
Company Class A Common Stock [Member]
Common stock par value per share	$ 0.0001
Company Class A Common Stock [Member] | Company A&R Charter [Member]
Common stock voting rights	one (1) vote
Company Class V Common Stock [Member]
Common stock par value per share	$ 0.0001
Company Class V Common Stock [Member] | Company A&R Charter [Member]
Common stock voting rights	ten (10) votes
Company Class V Common Stock [Member] | Chief Executive Officer And Co Founder Of Dave [Member] | Company A&R Charter [Member] | Mr Wilk [Member]
Percentage of number of shares of common stock are transferable to ceratin permitted transferees	35.00%
Dave Class V Common Stock [Member] | Prior to the Consummation Of Recapitalization [Member]
Common stock conversion basis	one
Dave Class V Common Stock [Member] | Recapitalization [Member]
Common stock par value per share	$ 0.00001
Common stock voting rights	ten (10) votes
Trust Account member [Member]
Share Price				$ 10
Minimum [Member]
Equity Method Investment, Ownership Percentage				50.00%
Share Price				$ 10
Minimum [Member] | Trust Account member [Member]
Share Price				$ 10
IPO [Member]
Number of units issued		25,376,598		$ 25,376,598
Gross proceeds from units issued		$ 253,765,980
Shares issued, price per share		$ 10
Private Placement Warrants [Member]
Number of warrants issued		5,100,214
Number of warrants issued, price per share		$ 1.50
Proceeds from warrants issued		$ 7,650,321
Over-Allotment Option [Member]
Number of units issued		$ 2,876,598		$ 2,876,598
Shares issued, price per share				$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021USD ($)shares
Cash equivalents	$ 0
Offering costs charged to equity	13,786,001
Unrecognized Tax Benefits	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0
FDIC Insured Amount	250,000
Transaction costs allocable to warrant liabilities	$ 600,570
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares	11,444,364

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income		$ 9,209		$ 12,900
Numerator: Net Loss minus Redeemable Net Earnings Net LossNumerator: Net Loss minus Redeemable Net Earnings Net Loss
Net Income (Loss)		(3,478,664)	$ (1,650,406)	(5,129,070)
Non-Redeemable Net Loss		(1,947,996)		(2,082,238)
Common Class A [Member]
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income		9,209		12,900
Income and Franchise Tax		(9,209)		(12,900)
Redeemable Net Earnings		$ 0		$ 0
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		25,376,598		25,376,598
Earnings/Basic and Diluted Redeemable Class A Common Stock		$ 0		$ 0
Numerator: Net Loss minus Redeemable Net Earnings Net LossNumerator: Net Loss minus Redeemable Net Earnings Net Loss
Redeemable Net Earnings		$ 0		$ 0
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		25,376,598		25,376,598
Loss/Basic and Diluted Non-Redeemable Class B Common Stock		$ 0		$ 0
Common Class B [Member]
Numerator: Earnings allocable to Redeemable Class A Common Stock
Redeemable Net Earnings		$ 0		$ 0
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted	[1]	6,344,150		6,129,745
Earnings/Basic and Diluted Redeemable Class A Common Stock		$ (0.55)		$ (0.84)
Numerator: Net Loss minus Redeemable Net Earnings Net LossNumerator: Net Loss minus Redeemable Net Earnings Net Loss
Net Income (Loss)		$ (3,478,664)		$ (5,129,070)
Redeemable Net Earnings		0		0
Non-Redeemable Net Loss		$ (3,478,664)		$ (5,129,070)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted	[1]	6,344,150		6,129,745
Loss/Basic and Diluted Non-Redeemable Class B Common Stock		$ (0.55)		$ (0.84)
[1]	In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 126,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding.

Initial Public offering - Addit

Initial Public offering - Additional Information (Detail) - USD ($)	Mar. 09, 2021	Mar. 31, 2021	Jun. 30, 2021
Disclosure Of Initial Public Offer [Line Items]
Number of units issued		$ 229,639,015
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants			$ 11.50
Number Of Securities Called By Each Warrant Or Right			1
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 25,376,598		$ 25,376,598
Shares issued, price per share	$ 10
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 2,876,598		$ 2,876,598
Shares issued, price per share			$ 10

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Mar. 09, 2021	Jun. 30, 2021
Private Placement [Line Items]
Sale of stock,price per share		$ 9.20
Private Placement Warrants [Member]
Private Placement [Line Items]
Exercise price of warrants		$ 11.50
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants issued		5,100,214
Number of warrants issued, price per share		$ 1.50
Value of warrants issued		7,650,321
Over-Allotment Option [Member]
Private Placement [Line Items]
Sale of stock, number of shares issued in transaction	2,876,598
Sale of stock,price per share	$ 10
Sale of stock, consideration received	$ 253,765,980

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)		Mar. 09, 2021	Mar. 04, 2021	Jan. 22, 2021	Jan. 19, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Jan. 14, 2021
Related Party Transaction [Line Items]
Stock shares issued during the period value for services rendered	[1]						$ 25,000
Repayment of promissory note								$ 88,142
Minimum [Member]
Related Party Transaction [Line Items]
Share Price						$ 10		$ 10
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loan convertible into warrants						$ 1,500,000		$ 1,500,000
Debt instrument conversion price						$ 1.50		$ 1.50
Working capital loans outstanding						$ 0		$ 0
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expenses			$ 10,000			30,000		$ 40,000
Sponsor [Member] | Related Party Loan [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory Note face amount									$ 300,000
Repayment of promissory note		$ 88,142
Debt instrument maturity date								Dec. 31, 2021
Promissory note outstanding						$ 0		$ 0
Founder Shares [Member] | Lock In Period One [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares								1 year
Founder Shares [Member] | Lock In Period Two [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares								150 days
Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding						3,423,104		3,423,104
Class A [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock shares outstanding						20.00%		20.00%
Number of consecutive trading days for determining the share price								10 days
Number of trading days for determining the share price								30 days
Class A [Member] | Founder Shares [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Share Price						$ 12		$ 12
Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding						6,344,150		6,344,150
Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period shares for services rendered					6,468,750
Stock shares issued during the period value for services rendered					$ 25,000
Common Stock, Shares, Outstanding				6,408,750		6,344,150		6,344,150
Common stock share subject to forfeiture				843,750
Percentage of common stock shares outstanding				20.00%
Common stock shares not subject to forfeiture						719,150		719,150
Share based compensation other than employee stock scheme shares forfeited during the period		124,600						124,600
Class B [Member] | Founder Shares [Member] | Board Of Directors [Member]
Related Party Transaction [Line Items]
Shares transferred to related party				60,000
[1]	In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at June 30, 2021.

Commitments - Additional Inform

Commitments - Additional Information (Detail) - USD ($)	Jun. 07, 2021	Jun. 30, 2021
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable		$ 8,881,809
Underwriting Agreement [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share		$ 0.35
Deferred underwriting fee payable		$ 8,881,809
Common Class A [Member] | Subscription Agreement [Member] | Private Placement [Member] | PIPE Investors [Member]
Commitments And Contingencies [Line Items]
Shares agreed to purchase	21,000,000
Shares issued, price per share	$ 10

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2021	Jan. 22, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000
Preferred Stock par or stated value per share	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	200,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001
Common Stock, Shares, Issued	3,423,104
Common Stock, Shares, Outstanding	3,423,104
Temporary equity shares outstanding	21,953,624
Class A [Member] | Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of common stock shares outstanding	20.00%
Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001
Common Stock, Shares, Issued	6,344,150
Common Stock, Shares, Outstanding	6,344,150
Class B [Member] | Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares, Outstanding	6,344,150	6,408,750
Percentage of common stock shares outstanding		20.00%

Warrant Liability - Additional

Warrant Liability - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Subsidiary or Equity Method Investee [Line Items]
Sale of stock issue price per share	$ 9.20
Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding | shares	5,100,214
Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding | shares	6,344,150
Exercise price	$ 11.50
Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 9.20
Number of consecutive trading days for determining the share price	20 days
Percentage of gross proceeds from share issue for the purposes of business combination	60.00%
Event Trigerring The Value Of Warrants [Member] | Market Value [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights term	5 years
Exercise price	$ 11.50
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	10
Triggering Share Price One [Member] | Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price One [Member] | Minimum [Member] | Warrant Redemption Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.01
Triggering Share Price Two [Member] | Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price Two [Member] | Minimum [Member] | Warrant Redemption Price Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.10
Warrant Excercise Period One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	30 days
Warrant Excercise Period Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	12 months
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights lock in period	30 days

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member]	Jun. 30, 2021USD ($)
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 253,778,880
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	10,426,690
Public Warrants [Member]
Liabilities:
Warrant Liability	10,023,756
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	253,778,880
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	0
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	10,023,756
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	0
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	0
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	0
Significant Other Observable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	0
Significant Other Observable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	10,426,690
Significant Other Observable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail)	Jun. 30, 2021yr	Jan. 12, 2021yr
Public Warrants [Member] | Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		10
Public Warrants [Member] | Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		11.50
Public Warrants [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		26.9
Public Warrants [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		5
Public Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0
Public Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		1.21
Private Placement Warrants [Member] | Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.89	9.59
Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Private Placement Warrants [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	28	26
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5	5
Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.87	1.21

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) - Warrants [Member] - Level 3 [Member] - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at Beginning	$ 8,823,370	$ 0
Initial measurement		19,368,344
Change in valuation inputs or other assumptions	1,603,320	(457,775)
Transfer to Level 1		(10,087,199)
Fair value at End	10,426,690	8,823,370
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at Beginning	8,823,370	0
Initial measurement		9,027,379
Change in valuation inputs or other assumptions	1,603,320	(204,009)
Fair value at End	10,426,690	8,823,370
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at Beginning	0	0
Initial measurement		10,340,965
Change in valuation inputs or other assumptions	0	(253,766)
Transfer to Level 1		(10,087,199)
Fair value at End	$ 0	$ 0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) (Parenthetical)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)$ / shares	Jun. 30, 2021USD ($)$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Changes in fair value of warrant liability | $	$ 1,539,877	$ 1,082,102
Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant exercise price decrease | $ / shares		$ 1.77
Class of warrant or right price per warrant | $ / shares	$ 1.50	$ 1.50
Changes in fair value of warrant liability | $		$ 1,400,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	Jun. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 253,778,880
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 253,778,880