Forum Merger IV (FMIV) 10-Q/A 14 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Dec. 14, 2021
Document Information Line Items
Entity Registrant Name	Forum Merger IV Corp
Trading Symbol	FMIV
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	Forum Merger IV Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”). Background of Restatement The management of the Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on March 22, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro-rata to all common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all shares share pro rata in the income and losses of the Company. As a result, in the Original Quarterly Report, management noted a reclassification adjustment related to temporary equity and permanent equity as of September 30, 2021. Following the filing of the Original Quarterly Report, the Company’s management, together with the Audit Committee, re-evaluated the materiality of the reclassification and whether the reclassification adjustment related to temporary equity and permanent equity should be restated as of the IPO date and all subsequent reporting periods. Following such re-evaluation, the Company’s management, together with the Audit Committee, determined that the Company’s financial statements and other financial data as of March 22, 2021 (the IPO date) and as of March 31, 2021 and for the period from January 15, 2021 (inception) through March 31, 2021 and as of June 30, 2021 and for the three and six months ended June 30, 2021 should be restated. Except for the balance sheet and other financial data as of March 22, 2021, which will be restated in a future filing, the Company’s financial statements will be restated in this Quarterly Report as a result of this error. The balance sheet as of March 31, 2021 and for the period from January 15, 2021 (inception) through March 31, 2021 and as of June 30, 2021 and for the three and six months ended June 30, 2021 are restated in Note 2 of this Quarterly Report. These restatements result in a change in the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss); however, earnings per share was impacted due to a change in presentation relating to the restatements. The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Quarterly Report, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon. On November 24, 2021, the Company filed a Current Report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report. Internal Control Considerations In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021, as the circumstances that led to the restatement of our financial statements had not yet been identified. The Company’s management has concluded that, in light of the errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as a result thereof. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A.
Entity Central Index Key	0001842916
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40230
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1556509
Entity Address, Address Line One	1615 South Congress Avenue
Entity Address, Address Line Two	Suite 103
Entity Address, City or Town	Delray Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33445
City Area Code	(212)
Local Phone Number	739-7860
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,603,539
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,400,377

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Sep. 30, 2021USD ($)
Current assets
Cash	$ 1,710,629
Prepaid expenses	545,642
Total Current Assets	2,256,271
Marketable securities held in Trust Account	336,032,697
TOTAL ASSETS	338,288,968
Current liabilities
Accrued expenses	779,433
Due to Sponsor	34
Total Current Liabilities	779,467
Warrant liabilities	9,083,429
Deferred underwriting fee payable	11,760,528
Total Liabilities	21,623,424
Commitments and Contingencies
Class A common stock subject to possible redemption, 33,601,509 shares at $10.00 per share redemption value	336,015,090
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,002,030 issued and outstanding (excluding 33,601,509 shares subject to possible redemption)	100
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 8,400,377 shares issued and outstanding	840
Additional paid-in capital
Accumulated deficit	(19,350,486)
Total Stockholders’ Deficit	(19,349,546)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 338,288,968

Condensed Balance Sheet (Unau_2

Condensed Balance Sheet (Unaudited) (Parentheticals)	Sep. 30, 2021$ / sharesshares
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	33,601,509
Common stock, per share redemption value (in Dollars per share) | $ / shares	$ 10
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	1,002,030
Common stock, shares outstanding	1,002,030
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	8,400,377
Common stock, shares outstanding	8,400,377

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 674,576	$ 1,330,252
Loss from operations	(674,576)	(1,330,252)
Other income (expense):
Income earned on investments held in the Trust Account	8,471	17,607
Transaction costs allocated to the Warrants		(399,286)
Change in fair value of warrant liabilities	2,032,958	(1,816,685)
Total other income (expense), net	2,041,429	(2,198,364)
Net income (loss)	$ 1,366,853	$ (3,528,616)
Class A Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	34,603,539	25,637,563
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.03	$ (0.1)
Class B Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	8,400,377	8,170,048
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.03	$ (0.1)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Retained Earnings/ Accumulated Deficit	Total
Balance at Jan. 14, 2021
Balance (in Shares) at Jan. 14, 2021
Issuance of Class B common stock to Sponsor		$ 863	24,137		25,000
Issuance of Class B common stock to Sponsor (in Shares)		8,625,000
Sale of 1,002,030 Private Placement Units, net of private placement warrant liability	$ 100		9,809,773		9,809,873
Sale of 1,002,030 Private Placement Units, net of private placement warrant liability (in Shares)	1,002,030
Forfeiture of Founder Shares		$ (23)	23
Forfeiture of Founder Shares (in Shares)		(224,623)
Accretion for Class A common stock to redemption value			(9,833,933)	(15,821,870)	(25,655,803)
Net income (loss)				269,830	269,830
Balance at Mar. 31, 2021	$ 100	$ 840		(15,552,040)	(15,551,100)
Balance (in Shares) at Mar. 31, 2021	1,002,030	8,400,377
Net income (loss)				(5,165,299)	(5,165,299)
Balance at Jun. 30, 2021	$ 100	$ 840		(20,717,339)	(20,716,399)
Balance (in Shares) at Jun. 30, 2021	1,002,030	8,400,377
Net income (loss)				1,366,853	1,366,853
Balance at Sep. 30, 2021	$ 100	$ 840		$ (19,350,486)	$ (19,349,546)
Balance (in Shares) at Sep. 30, 2021	1,002,030	8,400,377

Condensed Statement of Change_2

Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Placement Units	1,002,030

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (3,528,616)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	1,816,685
Transaction costs allocable to warrants	399,286
Interest earned on marketable securities held in Trust Account	(17,607)
Changes in operating assets and liabilities:
Prepaid expenses	(545,642)
Accrued expenses	779,433
Due to Sponsor	675,038
Repayment of due to Sponsor	(675,004)
Net cash used in operating activities	(1,096,427)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(336,015,090)
Net cash used in investing activities	(336,015,090)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	329,294,790
Proceeds from sale of Private Placement Units	10,020,300
Proceeds from promissory note – related party	110,000
Repayment of promissory note – related party	(110,000)
Payment of offering costs	(517,944)
Net cash provided by financing activities	338,822,146
Net Change in Cash	1,710,629
Cash – Beginning of period
Cash – End of period	1,710,629
Non-Cash investing and financing activities:
Deferred underwriting fee payable	11,760,528
Forfeiture of Founder Shares	$ (23)

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Forum Merger IV Corporation (the “Company”) was incorporated in Delaware on January 15, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). 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 September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the 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 in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 930,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Forum Investors IV LLC (780,000 Private Placement Units), a Delaware limited liability company (the “Sponsor”), and the underwriters of the Initial Public Offering (150,000 Private Placement Units), generating gross proceeds of $9,300,000, which is described in Note 5. Following the closing of the Initial Public Offering on March 22, 2021, an amount of $300,000,000 ($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 Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On March 30, 2021, the underwriters partially exercised their over-allotment option, resulting in the sale of an additional 3,601,509 Units and the sale of an additional 72,030 Private Placement Units for aggregate gross proceeds of $36,735,400. A total of $36,015,090 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $336,015,090. Transaction costs amounted to $18,998,772, consisting of $6,720,300 of underwriting fees, $11,760,528 of deferred underwriting fees and $517,944 of other offering costs. 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 the Private Placement Units, 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 Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described below. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 6), its Private Placement Shares (as defined in Note 5) and any Public Shares acquired by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), 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 has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by March 22, 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, 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. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except 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.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The management of the Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock issued as part of the units sold in the Company’s Initial Public Offering on March 22, 2021. Historically, a portion of the shares of Class A common stock was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its shares of Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s Amended and Restated Certificate of Incorporation. Pursuant to such re-evaluation, the Company’s management has determined that the shares of Class A common stock include certain provisions that require classification of all of the shares of Class A common stock as temporary equity regardless of the net tangible assets redemption limitation contained in the Amended and Restated Certificate of Incorporation. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s previously issued (i) audited balance sheet as of March 22, 2021, as previously revised in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 7, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements included in the Q1 Form 10-Q and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021, should be restated to report all Public Shares as temporary equity and should no longer be relied upon. Except for the audited balance sheet as of March 22, 2021 which will be restated in a future filing, the Company is restating its financial statements for the period ended March 31, 2021 and June 30, 2021 in this Quarterly Report. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s historical financial statements is reflected in the following table. As Previously Restatement Adjustment As Restated Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 315,463,980 $ 20,551,110 $ 336,015,090 Class A common stock $ 306 $ (206 ) $ 100 Additional paid-in capital $ 4,729,034 $ (4,729,034 ) $ — Accumulated deficit $ 269,830 $ (15,821,870 ) $ (15,552,040 ) Total Stockholders’ Equity (Deficit) $ 5,000,010 $ (20,551,110 ) $ (15,551,100 ) Number of shares subject to possible redemption 31,546,398 2,055,111 33,601,509 Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 310,298,690 $ 25,716,400 $ 336,015,090 Class A common stock $ 358 $ (258 ) $ 100 Additional paid-in capital $ 9,894,272 $ (9,894,272 ) $ — Accumulated deficit $ (4,895,469 ) $ (15,821,870 ) $ (20,717,339 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (25,716,400 ) $ (20,716,399 ) Number of shares subject to possible redemption 31,029,869 2,571,640 33,601,509 As Previously Restatement Adjustment As Restated Statement of Operations for the period from January 15, 2021 (inception) through March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 33,601,509 (29,449,084 ) 4,152,425 Basic and diluted net income per share, Class A common stock $ — $ 0.02 $ 0.02 Basic and diluted weighted average shares outstanding, Class B common stock 7,724,142 (116,097 ) 7,608,045 Basic and diluted net income per share, Class B common stock $ 0.03 $ (0.01 ) $ 0.02 Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 33,601,509 1,002,030 34,603,539 Basic and diluted net loss per share, Class A common stock $ — $ (0.12 ) $ (0.12 ) Basic and diluted weighted average shares outstanding, Class B common stock 9,402,407 (1,002,030 ) 8,400,377 Basic and diluted net loss per share, Class B common stock $ (0.55 ) $ 0.43 $ (0.12 ) Statement of Operations for the period from January 15, 2021 (inception) through June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 33,601,509 (12,756,004 ) 20,845,505 Basic and diluted net loss per share, Class A common stock $ — $ (0.17 ) $ (0.17 ) Basic and diluted weighted average shares outstanding, Class B common stock 8,646,028 (603,632 ) 8,042,396 Basic and diluted net loss per share, Class B common stock $ (0.57 ) $ 0.40 $ (0.17 ) As Reported Restatement Adjustments As Restated Non-Cash investing and financing activities: Statement of Cash Flows for the period from January 15, 2021 (inception) through March 31, 2021 (unaudited) Initial classification of common stock subject to possible redemption $ 314,785,840 $ 21,229,250 $ 336,015,090 Change in value of common stock subject to possible redemption $ 678,140 $ (678,140 ) $ — Statement of Cash Flows for the period from January 15, 2021 (inception) through June 30, 2021 (unaudited) Initial classification of common stock subject to possible redemption $ 314,785,840 $ 21,229,250 $ 336,015,090 Change in value of common stock subject to possible redemption $ (4,487,150 ) $ 4,487,150 $ —

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 19, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 26, 2021. The interim results for the three months ended September 30, 2021 and for the period from January 15, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other that were 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 allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounted to $18,998,772, of which $18,599,486 were charged to temporary equity upon the completion of the Initial Public Offering and $399,286 were expensed to the condensed statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s public 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 September 30, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 336,015,090 Less: Proceeds allocated to Public Warrants (7,056,317 ) Class A common stock issuance costs (18,599,486 ) Plus: Accretion of carrying value to redemption value 25,655,803 Class A common stock subject to possible redemption $ 336,015,090 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants (as defined below in Note 5) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available were valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had a deferred tax asset of approximately $333,000, which had a full valuation allowance recorded against. The Company’s currently taxable income primarily consists of income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from January 15, 2021 (inception) through September 30, 2021, Company recorded no income tax expense. The Company’s effective tax rate for the period from January 15, 2021 (inception) through September 30, 2021 was zero, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible and permanent differences. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not 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 interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 21,320,000 shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended For the Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,099,852 $ 267,001 $ (2,675,880 ) $ (852,736 ) Denominator: Basic and diluted weighted average shares outstanding 34,603,539 8,400,377 25,637,563 8,170,048 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.10 ) $ (0.10 ) 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,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 15, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently other issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2021
Proposed Public Offering [Abstract]
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 33,601,509 Units, inclusive of 3,601,509 Units sold to the underwriters upon the underwriters’ election to partially exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement Disclosure [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 930,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $9,300,000. The Sponsor purchased 780,000 Private Placement Units and the underwriters purchased 150,000 Private Placement Units. In connection with the underwriters’ partial exercise of the over-allotment option on March 30, 2021, the Sponsor purchased an additional 54,023 Private Placement Units and the underwriters purchased an additional 18,008 Private Placement Units. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share”) and one-fourth of one warrant (each, a “Private Placement Warrant”, and collectively with the Public Warrants, the “Warrants”). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The proceeds from the sale of the Private Placement Units were added to the 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 Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to partially exercise their over-allotment option on March 30, 2021, a total of 224,623 Founder Shares were forfeited and 900,377 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 8,400,377 Founder Shares issued and outstanding. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on March 17, 2021, to pay an affiliate of the Sponsor a total of $30,000 per month for 24 months, or $720,000 in the aggregate, for office space, utilities and secretarial and administrative support. Such payments will be accelerated if the Company consummates its initial Business Combination prior to the end of its 24-month term. For the three months ended September 30, 2021 and for period from January 15, 2021 (inception) through September 30, 2021, the Company incurred and paid $90,000 and $188,000 in fees for these services, respectively. Related Party Loans On January 28, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $110,000 was repaid at the closing of the Initial Public Offering on March 22, 2021. Borrowings under the Promissory Note are no longer available to the Company. 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. 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, without interest, or, at the lender’s discretion, up to $1,200,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2021, no Working Capital Loans were outstanding. Due to Sponsor The Sponsor advanced $675,038 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Units in the event the underwriters’ exercise their over-allotment option. The advance is non-interest bearing and due on demand. As of September 30, 2021, an aggregate of $34 remains outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 17, 2021, the holders of the Founder Shares (including any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement related to the Initial Public Offering and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 30, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 3,601,509 Units and forfeited their option to purchase an additional 898,491 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,760,528 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of a Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the shares of Class A common stock underlying the Private Placement Units), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company, provided that such conversion of the shares of Class B common stock will never occur on a less than one-for-one basis.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrant Liabilities [Abstract]
WARRANTS	NOTE 9. WARRANTS As of September 30, 2021, there were 8,400,377 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the issuance of the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during the period when the Company will have failed to maintain an effective registration statement, exercise the warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● 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 to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption for cash, 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 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 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 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 a 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 Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a 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. As of September 30, 2021, there were 250,508 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 7). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $336,032,697 in money market funds, which are invested in U.S. Treasury securities. Securities invested in money market funds are recorded based on quoted market prices in an active market. During the period ended September 30, 2021, the Company had no withdrawals of income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 336,032,697 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Liabilities: Warrant Liability – Public Warrants 1 $ 8,820,396 Warrant Liability – Private Placement Warrants 2 $ 263,033 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities the accompanying unaudited condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations. As of March 22, 2021, the Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of March 22, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker FMIVW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The following table provides quantitative information regarding Level 3 fair value measurements: At Stock price $ 9.74 Strike price $ 11.50 Term (in years) 5.00 Volatility 15.1 % Risk-free rate 0.88 % Dividend yield 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Initial measurement on March 22, 2021 (inclusive of the over-allotment) $ 210,427 $ 7,056,317 $ 7,266,744 Change in fair value 111,476 3,738,167 3,849,643 Transfer to Level 1 — (10,794,484 ) (10,794,484 ) Transfer to Level 2 (321,903 ) — (321,903 ) Fair value as of September 30, 2021 $ — $ — $ — 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 nine months ended September 30, 2021 was $10,794,484. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $321,903.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 financial statements, other than the restatement discussed in Note 2.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 19, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 26, 2021. The interim results for the three months ended September 30, 2021 and for the period from January 15, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other that were 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 allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounted to $18,998,772, of which $18,599,486 were charged to temporary equity upon the completion of the Initial Public Offering and $399,286 were expensed to the condensed statements of operations.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s public 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 September 30, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 336,015,090 Less: Proceeds allocated to Public Warrants (7,056,317 ) Class A common stock issuance costs (18,599,486 ) Plus: Accretion of carrying value to redemption value 25,655,803 Class A common stock subject to possible redemption $ 336,015,090
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants (as defined below in Note 5) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available were valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had a deferred tax asset of approximately $333,000, which had a full valuation allowance recorded against. The Company’s currently taxable income primarily consists of income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from January 15, 2021 (inception) through September 30, 2021, Company recorded no income tax expense. The Company’s effective tax rate for the period from January 15, 2021 (inception) through September 30, 2021 was zero, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible and permanent differences. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not 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 interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 21,320,000 shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended For the Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,099,852 $ 267,001 $ (2,675,880 ) $ (852,736 ) Denominator: Basic and diluted weighted average shares outstanding 34,603,539 8,400,377 25,637,563 8,170,048 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.10 ) $ (0.10 )
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,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than warrant liabilities (see Note 9).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 15, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently other issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Schedule of restatement of balance sheet	As Previously Restatement Adjustment As Restated Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 315,463,980 $ 20,551,110 $ 336,015,090 Class A common stock $ 306 $ (206 ) $ 100 Additional paid-in capital $ 4,729,034 $ (4,729,034 ) $ — Accumulated deficit $ 269,830 $ (15,821,870 ) $ (15,552,040 ) Total Stockholders’ Equity (Deficit) $ 5,000,010 $ (20,551,110 ) $ (15,551,100 ) Number of shares subject to possible redemption 31,546,398 2,055,111 33,601,509 Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 310,298,690 $ 25,716,400 $ 336,015,090 Class A common stock $ 358 $ (258 ) $ 100 Additional paid-in capital $ 9,894,272 $ (9,894,272 ) $ — Accumulated deficit $ (4,895,469 ) $ (15,821,870 ) $ (20,717,339 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (25,716,400 ) $ (20,716,399 ) Number of shares subject to possible redemption 31,029,869 2,571,640 33,601,509
Schedule of statement of Operations	As Previously Restatement Adjustment As Restated Statement of Operations for the period from January 15, 2021 (inception) through March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 33,601,509 (29,449,084 ) 4,152,425 Basic and diluted net income per share, Class A common stock $ — $ 0.02 $ 0.02 Basic and diluted weighted average shares outstanding, Class B common stock 7,724,142 (116,097 ) 7,608,045 Basic and diluted net income per share, Class B common stock $ 0.03 $ (0.01 ) $ 0.02 Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 33,601,509 1,002,030 34,603,539 Basic and diluted net loss per share, Class A common stock $ — $ (0.12 ) $ (0.12 ) Basic and diluted weighted average shares outstanding, Class B common stock 9,402,407 (1,002,030 ) 8,400,377 Basic and diluted net loss per share, Class B common stock $ (0.55 ) $ 0.43 $ (0.12 ) Statement of Operations for the period from January 15, 2021 (inception) through June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 33,601,509 (12,756,004 ) 20,845,505 Basic and diluted net loss per share, Class A common stock $ — $ (0.17 ) $ (0.17 ) Basic and diluted weighted average shares outstanding, Class B common stock 8,646,028 (603,632 ) 8,042,396 Basic and diluted net loss per share, Class B common stock $ (0.57 ) $ 0.40 $ (0.17 )
Schedule of statement of cash flows	As Reported Restatement Adjustments As Restated Non-Cash investing and financing activities: Statement of Cash Flows for the period from January 15, 2021 (inception) through March 31, 2021 (unaudited) Initial classification of common stock subject to possible redemption $ 314,785,840 $ 21,229,250 $ 336,015,090 Change in value of common stock subject to possible redemption $ 678,140 $ (678,140 ) $ — Statement of Cash Flows for the period from January 15, 2021 (inception) through June 30, 2021 (unaudited) Initial classification of common stock subject to possible redemption $ 314,785,840 $ 21,229,250 $ 336,015,090 Change in value of common stock subject to possible redemption $ (4,487,150 ) $ 4,487,150 $ —

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of common stock reflected in the condensed balance sheet	Gross proceeds $ 336,015,090 Less: Proceeds allocated to Public Warrants (7,056,317 ) Class A common stock issuance costs (18,599,486 ) Plus: Accretion of carrying value to redemption value 25,655,803 Class A common stock subject to possible redemption $ 336,015,090
Schedule of common stock reflected in the condensed balance sheet	Three Months Ended For the Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,099,852 $ 267,001 $ (2,675,880 ) $ (852,736 ) Denominator: Basic and diluted weighted average shares outstanding 34,603,539 8,400,377 25,637,563 8,170,048 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.10 ) $ (0.10 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of monte carlo simulation for the private placement warrants	Description Level September 30, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 336,032,697 Description Level September 30, 2021 Liabilities: Warrant Liability – Public Warrants 1 $ 8,820,396 Warrant Liability – Private Placement Warrants 2 $ 263,033
Schedule of quantitative information regarding Level 3 fair value measurements	At Stock price $ 9.74 Strike price $ 11.50 Term (in years) 5.00 Volatility 15.1 % Risk-free rate 0.88 % Dividend yield 0.0 %
Schedule of changes in the fair value of the Level 3 warrant liabilities	Private Public Warrant Initial measurement on March 22, 2021 (inclusive of the over-allotment) $ 210,427 $ 7,056,317 $ 7,266,744 Change in fair value 111,476 3,738,167 3,849,643 Transfer to Level 1 — (10,794,484 ) (10,794,484 ) Transfer to Level 2 (321,903 ) — (321,903 ) Fair value as of September 30, 2021 $ — $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	Mar. 30, 2021	Mar. 22, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 10,020,300
Trust account			36,015,090
Aggregate proceeds held in trust account			336,015,090
Transaction costs			18,998,772
Underwriting fees			6,720,300
Deferred underwriting fees			11,760,528
Other offering costs			$ 517,944
Business combination, description			The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
Business combination net tangible assets			$ 5,000,001
Redemption percentage			15.00%
Dissolution expenses			$ 100,000
Public offering price per share (in Dollars per share)			$ (10)
Liquidation of trust account, description			In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, 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.
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities			100.00%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)		30,000,000
Price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 300,000,000
Net proceeds		$ 300,000,000
Price per share (in Dollars per share)		$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)	72,030		930,000
Price per unit (in Dollars per share)			$ 10
Gross proceeds	$ 36,735,400		$ 9,300,000
Private Placement [Member] | Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)			150,000
Private Placement [Member] | Forum Investors IV LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)			780,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)	3,601,509

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Revision Of Previously Issued Financial Statements [Abstract]
Permanent equity	$ 5,000,000
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 310,298,690	$ 315,463,980
Class A common stock	358	306
Additional paid-in capital	9,894,272	4,729,034
Accumulated deficit	(4,895,469)	269,830
Total Stockholders’ Equity (Deficit)	5,000,001	5,000,010
Number of shares subject to possible redemption	31,029,869	31,546,398
Restatement Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	25,716,400	20,551,110
Class A common stock	(258)	(206)
Additional paid-in capital	(9,894,272)	(4,729,034)
Accumulated deficit	(15,821,870)	(15,821,870)
Total Stockholders’ Equity (Deficit)	(25,716,400)	(20,551,110)
Number of shares subject to possible redemption	2,571,640	2,055,111
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	336,015,090	336,015,090
Class A common stock	100	100
Additional paid-in capital
Accumulated deficit	(20,717,339)	(15,552,040)
Total Stockholders’ Equity (Deficit)	(20,716,399)	(15,551,100)
Number of shares subject to possible redemption	$ 33,601,509	$ 33,601,509

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of Operations - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock	33,601,509	33,601,509	33,601,509
Basic and diluted net income (loss) per share, Class A common stock
Basic and diluted weighted average shares outstanding, Class B common stock	9,402,407	7,724,142	8,646,028
Basic and diluted net income (loss) per share, Class B common stock	$ (0.55)	$ 0.03	$ (0.57)
Restatement Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock	1,002,030	(29,449,084)	(12,756,004)
Basic and diluted net income (loss) per share, Class A common stock	$ (0.12)	$ 0.02	$ (0.17)
Basic and diluted weighted average shares outstanding, Class B common stock	(1,002,030)	(116,097)	(603,632)
Basic and diluted net income (loss) per share, Class B common stock	$ 0.43	$ (0.01)	$ 0.4
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock	34,603,539	4,152,425	20,845,505
Basic and diluted net income (loss) per share, Class A common stock	$ (0.12)	$ 0.02	$ (0.17)
Basic and diluted weighted average shares outstanding, Class B common stock	8,400,377	7,608,045	8,042,396
Basic and diluted net income (loss) per share, Class B common stock	$ (0.12)	$ 0.02	$ (0.17)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flows - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial classification of common stock subject to possible redemption	$ 314,785,840	$ 314,785,840
Change in value of common stock subject to possible redemption	678,140	(4,487,150)
Restatement Adjustments [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial classification of common stock subject to possible redemption	21,229,250	21,229,250
Change in value of common stock subject to possible redemption	(678,140)	4,487,150
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial classification of common stock subject to possible redemption	336,015,090	336,015,090
Change in value of common stock subject to possible redemption

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 18,998,772
Charged to stockholders’ equity	18,599,486
Charged to expense	399,286
Deferred tax asset	$ 333,000
Effective tax rate	0.00%
Federal depository insurance coverage	$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate purchase of shares (in Shares) | shares	21,320,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the condensed balance sheet	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of common stock reflected in the condensed balance sheet [Abstract]
Gross proceeds	$ 336,015,090
Less:
Proceeds allocated to Public Warrants	(7,056,317)
Class A common stock issuance costs	(18,599,486)
Plus:
Accretion of carrying value to redemption value	25,655,803
Class A common stock subject to possible redemption	$ 336,015,090

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 1,099,852	$ (2,675,880)
Denominator:
Basic and diluted weighted average shares outstanding	34,603,539	25,637,563
Basic and diluted net income (loss) per common share	$ 0.03	$ (0.1)
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 267,001	$ (852,736)
Denominator:
Basic and diluted weighted average shares outstanding	8,400,377	8,170,048
Basic and diluted net income (loss) per common share	$ 0.03	$ (0.1)

Public Offering (Details)

Public Offering (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Public Offering (Details) [Line Items]
Proposed public offering, description	Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10).
Common stock price per share | $ / shares	$ 11.5
IPO [Member]
Public Offering (Details) [Line Items]
Sale of units | shares	33,601,509
Underwriters price per unit | $ / shares	$ 10
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units | shares	3,601,509

Private Placement (Details)

Private Placement (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 30, 2021	Sep. 30, 2021
Sponsor [Member]
Private Placement (Details) [Line Items]
Aggregate purchase private placement units		930,000
Aggregate share price (in Dollars per share)		$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase amount (in Dollars)		$ 9,300,000
Purchase private placement units		250,508
Private Placement [Member] | Sponsor [Member]
Private Placement (Details) [Line Items]
Aggregate purchase private placement units	54,023
Purchase private placement units		780,000
Private Placement [Member] | Underwriters [Member]
Private Placement (Details) [Line Items]
Purchase private placement units		150,000
Over-Allotment Option [Member] | Underwriters [Member]
Private Placement (Details) [Line Items]
Aggregate purchase private placement units	18,008
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Exercise price per share (in Dollars per share)		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details)	1 Months Ended				3 Months Ended	9 Months Ended
	Mar. 30, 2021shares	Mar. 22, 2021USD ($)$ / sharesshares	Mar. 17, 2021USD ($)	Jan. 16, 2021USD ($)shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Jan. 28, 2021USD ($)
Related Party Transactions (Details) [Line Items]
Payments of affiliates			$ 30,000
Aggregate of office fee payments			$ 720,000
Aggregate of fees payments					$ 90,000	$ 188,000
Loan amount							$ 300,000
Outstanding balance		$ 110,000
Working capital loan						$ 1,200,000
Business combination entity price (in Dollars per Share) | $ / shares						10
Sponsor advance					675,038	$ 675,038
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Outstanding balance					$ 34	$ 34
Proposed Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares of common stock (in Shares) | shares		30,000,000
Aggregate price		$ 300,000,000
Percentage of issued and outstanding				20.00%
Price per share (in Dollars per share) | $ / shares		$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture (in Shares) | shares	224,623
Common stock no longer subject to forfeiture (in Shares) | shares	900,377
Founder shares issued and outstanding (in Shares) | shares	8,400,377
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares of common stock (in Shares) | shares				8,625,000
Aggregate price				$ 25,000
Common stock subject to forfeiture (in Shares) | shares				1,125,000
Founder shares issued and outstanding (in Shares) | shares					8,400,377	8,400,377
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Founder shares issued and outstanding (in Shares) | shares					1,002,030	1,002,030
Price per share (in Dollars per share) | $ / shares					$ 12	$ 12

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 30, 2021	Sep. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights related description		Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement related to the Initial Public Offering and may not exercise their demand rights on more than one occasion.
Underwriters purchase an additional units	3,601,509
Forfeited of purchase an additional units	898,491
Deferred fee per unit (in Dollars per share)		$ 0.35
Deferred underwriting fee (in Dollars)		$ 11,760,528
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional shares		4,500,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, authorized	1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Description of business combination	In the case that additional shares of Class A common stock or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the shares of Class A common stock underlying the Private Placement Units), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company, provided that such conversion of the shares of Class B common stock will never occur on a less than one-for-one basis.
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value (in Dollars per share) (in Dollars per share) | $ / shares	$ 0.0001
Voting rights	Holders of the Class A common stock are entitled to one vote for each share.
Common stock, shares issued	1,002,030
Common stock, shares outstanding	1,002,030
Common stock subject to possible redemption	33,601,509
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value (in Dollars per share) (in Dollars per share) | $ / shares	$ 0.0001
Voting rights	Holders of Class B common stock are entitled to one vote for each share.
Common stock, shares issued	8,400,377
Common stock, shares outstanding	8,400,377

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Warrants (Details) [Line Items]
Warrants, description	Redemption of warrants 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 that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock;   ●if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and  ●if the closing price of the Class A common stock for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Warrants redemption price per share | $ / shares	$ 10
Warrant [Member]
Warrants (Details) [Line Items]
Warrants outstanding	8,400,377
Private Placement [Member]
Warrants (Details) [Line Items]
Warrants outstanding	250,508
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Warrants, description	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 (except with respect to the Private Placement Warrants):  ●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 to each warrant holder; and  ●if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.
Business combination, description	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 a 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 Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a 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.

Fair Value Measurements (Detail

Fair Value Measurements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Assets held in trust account	$ 36,015,090
Estimated fair value of the public warrants	10,794,484
Estimated fair value of the private warrants	321,903
Money Market Funds [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in trust account	$ 336,032,697

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of monte carlo simulation for the private placement warrants	Sep. 30, 2021USD ($)
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of monte carlo simulation for the private placement warrants [Line Items]
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 336,032,697
Warrant Liability – Public Warrants	8,820,396
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) - Schedule of monte carlo simulation for the private placement warrants [Line Items]
Warrant Liability – Private Placement Warrants	$ 263,033

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements	1 Months Ended
	Mar. 22, 2021$ / shares
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Stock price (in Dollars per share)	$ 9.74
Strike price (in Dollars per share)	$ 11.5
Term (in years)	5 years
Volatility	15.10%
Risk-free rate	0.88%
Dividend yield	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities - USD ($)	Mar. 22, 2021	Sep. 30, 2021
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items]
Initial measurement on March 22, 2021 (inclusive of the over-allotment)	$ 210,427
Change in fair value		$ 111,476
Transfer to Level 1
Transfer to Level 2		(321,903)
Fair value as of September 30, 2021
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items]
Initial measurement on March 22, 2021 (inclusive of the over-allotment)	7,056,317
Change in fair value		3,738,167
Transfer to Level 1		(10,794,484)
Transfer to Level 2
Fair value as of September 30, 2021
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items]
Initial measurement on March 22, 2021 (inclusive of the over-allotment)	$ 7,266,744
Change in fair value		3,849,643
Transfer to Level 1		(10,794,484)
Transfer to Level 2		(321,903)
Fair value as of September 30, 2021