Landcadia Holdings IV Inc - Ordinary Shares (LCA) 10-Q 22 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 22, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity Registrant Name	Landcadia Holdings IV, Inc.
Entity File Number	001-40283
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1889525
Entity Address, Address Line One	1510 West Loop South
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	713
Local Phone Number	850-1010
Entity Central Index Key	0001844642
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Document and Entity Information
Security Exchange Name	NASDAQ
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol	LCAHU
Class A common stock
Document and Entity Information
Security Exchange Name	NASDAQ
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LCA
Entity Common Stock, Shares Outstanding		50,000,000
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document and Entity Information
Security Exchange Name	NASDAQ
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	LCAHW
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		12,500,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 113,902	$ 0
Prepaid expenses	1,258,499	0
Total current assets	1,372,401	0
Cash and marketable securities held in trust account	500,023,181	0
Total assets	501,395,582	0
Current liabilities:
Accounts payable and accrued liabilities	120,000	0
Notes payable, affiliates	853,712	0
Total current liabilities	973,712	0
Deferred underwriting commissions	17,500,000	0
Warrant derivative liability	20,833,333	0
Total liabilities	39,307,045	0
Commitments
Stockholders' Deficit:
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding	0	0
Additional paid-in capital	0	281
Accumulated deficit	(37,912,713)	0
Subscription notes receivable, affiliates	0	(1,000)
Total stockholders' deficit	(37,911,463)	0
Total liabilities and stockholders' deficit	501,395,582	0
Class A common stock
Stockholders' Deficit:
Common stock	0	0
Class B common stock
Stockholders' Deficit:
Common stock	1,250	719
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of $10.00 per share	$ 500,000,000	$ 0

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock authorized	1,000,000	1,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock par value (in dollars per share)	$ 0.00088
Common stock authorized	301,000,000
Common stock issued		7,187,500
Class A common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized	240,000,000	240,000,000
Common stock outstanding	0	0
Class B common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized	60,000,000	60,000,000
Common stock issued	12,500,000
Common stock outstanding	12,500,000	7,187,500
Class A common stock subject to possible redemption
Shares subject to possible redemption	50,000,000
Shares subject to possible redemption, redemption value per share	$ 10

STATEMENTS OF OPERATIONS (UNAUD

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Expenses:
General and administrative expenses	$ 0	$ 936,559	$ 2,254,701
Loss from operations	0	(936,559)	(2,254,701)
Other income (expense):
Interest income	0	7,682	23,181
Gain (loss) on warrant derivative liability	0	1,250,000	12,500,000
Total income (expense)		1,257,682	12,523,181
Income before taxes	0	321,123	10,268,480
Tax benefit (provision)	0		0
Net income	$ 0	321,123	10,268,480
Class B common stock
Other income (expense):
Net income		$ 64,225	$ 2,053,696
Basic and diluted net income per share:
Basic and diluted net income per share	$ 0	$ 0.01	$ 0.16
Basic and diluted weighted average number of shares outstanding	6,250,000	12,500,000	12,500,000
Class A common stock
Other income (expense):
Net income		$ 256,898	$ 8,214,784
Basic and diluted net income per share:
Basic and diluted net income per share	$ 0	$ 0.01	$ 0.16
Basic and diluted weighted average number of shares outstanding	0	50,000,000	50,000,000

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Class B common stockCommon Stock	Class B common stock	Additional paid-in capital	Accumulated deficit	Subscription note receivable, affiliates	Total
Balance at Aug. 13, 2020	$ 0		$ 0	$ 0	$ 0	$ 0
Balance (in shares) at Aug. 13, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B shares issued	$ 719		281	0	(1,000)	0
Class B shares issued (in shares)	7,187,500
Balance at Sep. 30, 2020	$ 719		281	0	(1,000)	0
Balance (in shares) at Sep. 30, 2020	7,187,500
Balance at Dec. 31, 2020	$ 719		281		(1,000)	0
Balance (in shares) at Dec. 31, 2020	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess cash received over fair value of sponsor warrants			1,333,334			1,333,334
Class B shares issued	$ 719		9,281		(10,000)
Class B shares issued (in shares)	7,187,500
Class A shares issued, less fair value of public warrants			477,833,333			477,833,333
Underwriters commissions and offering costs			(27,046,310)			(27,046,310)
Class A shares subject to redemption, As Restated(1)			(452,130,107)	(47,869,893)		(500,000,000)
Shares forfeited	$ (188)		188
Shares forfeited (in shares)	(1,875,000)
Net income (loss)				(953,567)		(953,567)
Balance at Mar. 31, 2021	$ 1,250			(48,823,460)	(11,000)	(48,833,210)
Balance (in shares) at Mar. 31, 2021	12,500,000
Balance at Dec. 31, 2020	$ 719		281		(1,000)	0
Balance (in shares) at Dec. 31, 2020	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		$ 2,053,696				10,268,480
Balance at Sep. 30, 2021	$ 1,250		0	(37,912,713)	0	(37,911,463)
Balance (in shares) at Sep. 30, 2021	12,500,000
Balance at Mar. 31, 2021	$ 1,250			(48,823,460)	(11,000)	(48,833,210)
Balance (in shares) at Mar. 31, 2021	12,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Payment of affiliate note receivable	$ 0		0	0	11,000	11,000
Underwriters commissions and offering costs	0		(311,300)	0	0	(311,300)
Class A shares subject to redemption	$ 0		311,300	(311,300)	0	0
Class A shares subject to redemption (in shares)	0
Net income (loss)	$ 0		0	10,900,924	0	10,900,924
Balance at Jun. 30, 2021	$ 1,250		0	(38,233,836)	0	(38,232,586)
Balance (in shares) at Jun. 30, 2021	12,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class A shares subject to redemption, As Restated(1)	$ 0		0	0	0	0
Class A shares subject to redemption, As Restated (1) (in shares)	0
Underwriters commissions and offering costs	$ 0		0	0	0	0
Net income (loss)	0	$ 64,225	0	321,123	0	321,123
Balance at Sep. 30, 2021	$ 1,250		$ 0	$ (37,912,713)	$ 0	$ (37,911,463)
Balance (in shares) at Sep. 30, 2021	12,500,000

STATEMENTS OF CASH FLOWS (UNAUD

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	2 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ 0	$ 10,268,480
Adjustments to reconcile net income to net cash used in operating activities:
Trust account interest income	0	(23,181)
(Gain) loss on warrant derivative liability	0	(12,500,000)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	0	(1,258,499)
Increase (decrease) in accounts payable and accrued liabilities	0	120,000
Net cash used in operating activities	0	(3,393,200)
Cash flows from investing activities:
Cash deposited in trust account	0	(500,000,000)
Net cash used in investing activities	0	(500,000,000)
Cash flows from financing activities:
Proceeds from public offering	0	500,000,000
Proceeds from sale of private placement warrants	0	12,500,000
Proceeds from affiliate notes payable	0	853,712
Payment for underwriting discounts	0	(9,057,610)
Payment of offering costs	0	(602,685)
Payment of offering costs in affiliate notes payable	0	(197,315)
Proceeds from stock subscriptions receivable, affiliates	0	11,000
Net cash provided by financing activities	0	503,507,102
Net increase (decrease) in cash	0	113,902
Cash at beginning of period	0	0
Cash at end of period	0	113,902
Supplemental schedule of non-cash financing activities:
Issuance of Common stock to sponsor	(1,000)	0
Initial classification of common shares subject to possible conversion	0	500,000,000
Deferred underwriting commissions	0	17,500,000
Initial warrant derivative liability	$ 0	$ 33,333,333

Nature of Business and Subseque

Nature of Business and Subsequent Event	9 Months Ended
	Sep. 30, 2021
Nature of Business and Subsequent Event
Nature of Business and Subsequent Event	1. Nature of Business and Subsequent Event Business Landcadia Holdings IV, Inc., (the “Company,” “we,” “us” or “our”), was formed as JFG Holding I LLC, a Delaware limited liability company on August 13, 2020 and converted into a Delaware corporation on January 28, 2021. We consummated an initial public offering (“Public Offering”) on March 29, 2021. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination for these purposes. There is no assurance that its plans to consummate a Business Combination will be successful or successful within the target business acquisition period. All activity through September 30, 2021 relates to the Company’s formation and Public Offering, which is described below, and identifying a target company for a Business Combination. Sponsors The Company’s sponsors are TJF, LLC (“TJF”) and Jefferies Financial Group Inc. (“JFG” and together with TJF, the “Sponsors”). TJF is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Financing The Company intends to finance its Business Combination in part with proceeds from its $500,000,000 Public Offering and a $12,500,000 private placement (the “Private Placement”) of private placement warrants (the “Sponsor Warrants”), see Notes 5 and 6. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 24, 2021. The Company consummated the Public Offering of 50,000,000 units (the “Units”) at $10.00 per Unit on March 29, 2021, generating gross proceeds of $500,000,000. Each Unit consists of one share of the Company's Class A common stock, $0.0001 par value (the “Class A common stock”) and one-fourth Trust Account The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by March 29, 2023 (within 24 months from the closing of the Public Offering); or to provide for redemption in connection with a Business Combination; or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering, subject to applicable law. As of September 30, 2021, total assets held in trust were $500,023,181. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, 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 initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an 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 sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their shares of Class B common stock, par value $0.0001 per share, of the Company (“Founder Shares”) and Public Shares held by them in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by March 29, 2023, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination by March 29, 2023, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter 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 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% of the shares sold in the Public Offering, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($500,000,000 held in the Trust Account divided by 50,000,000 Public Shares). See Note 4 for further information. The Company will have until March 29, 2023, to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its Business Combination by March 29, 2023; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Public Offering price per Unit in the Public Offering. Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founder Shares and any Public Shares in favor of the Business Combination. Subsequent Events We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein. Fiscal Year End The Company has a December 31 fiscal year-end.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	2. Restatement of Previously Issued Financial Statements In connection with the preparation of the financial statements of Landcadia Holdings IV, Inc. (the “Company”) for the quarter ended September 30, 2021, the management of the Company re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Public Shares, issued as part of the units sold in the Company’s Public Offering on March 29, 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 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. 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 Public Shares with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit Public Shares and earnings per share. The Company is restating the Company’s (i) previously issued audited balance sheet as of March 29, 2021 as previously restated in the Company’s Quarterly Report for the quarterly period ended March 31, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 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, to present all Class A common stock subject to possible redemption as temporary equity and to recognized accretion from the initial book value to redemption value at the time of its Public Offering. The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company's current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. The following table summarized the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As previously restated Adjustment As Restated Balance Sheet as of March 29, 2021 ​ ​ ​ Class A common stock subject to possible redemption ​ $ 445,858,091 ​ $ 54,141,909 ​ $ 500,000,000 Class A common stock ​ 541 ​ (541) ​ — Additional paid-in capital ​ 6,271,287 ​ (6,271,287) ​ — Accumulated deficit ​ (1,262,256) ​ (47,870,081) ​ (49,132,337) Total stockholder's equity (deficit) ​ ​ 5,000,010 ​ ​ (54,141,909) ​ ​ (49,141,899) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances as shown on Balance Sheet and Statement of Stockholders’ Equity as of March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 446,166,780 ​ $ 53,833,220 ​ $ 500,000,000 Class A common stock ​ ​ 538 ​ ​ (538) ​ ​ — Additional paid-in capital ​ ​ 5,962,789 ​ ​ (5,962,789) ​ ​ — Accumulated deficit ​ ​ (953,567) ​ ​ (47,869,893) ​ ​ (48,823,460) Total stockholder's equity (deficit) ​ ​ 5,000,010 ​ ​ (53,833,220) ​ ​ (48,833,210) Statement of Operations for the Three Months Ended March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per share ​ $ (0.07) ​ $ (0.05) ​ $ (0.02) Basic and diluted weighted average number of shares outstanding ​ ​ 14,354,255 ​ ​ (1,854,255) ​ ​ 12,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances as shown on Balance Sheet and Statement of Stockholders’ Equity as of June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, as of March 31, 2021 ​ $ 446,166,780 ​ $ 53,833,220 ​ $ 500,000,000 Class A common stock subject to possible redemption, as of June 30, 2021 ​ ​ 10,600,624 ​ ​ (10,600,624) ​ ​ — Class A common stock ​ ​ 432 ​ ​ (432) ​ ​ — Accumulated deficit ​ ​ 4,998,328 ​ ​ (43,232,164) ​ ​ (38,233,836) Total stockholder's equity (deficit) ​ ​ 5,000,010 ​ ​ (43,232,596) ​ ​ (38,232,586) Statement of Operations for the Three Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Basic and diluted loss per share ​ $ 0.62 ​ $ (0.45) ​ $ 0.17 Class B Basic and diluted weighted average number of shares outstanding ​ ​ 17,533,851 ​ ​ (5,033,851) ​ ​ 12,500,000 Class A Basic and diluted loss per share ​ $ — ​ $ 0.17 ​ $ 0.17 Class A Basic and diluted weighted average number of shares outstanding ​ ​ 44,966,149 ​ ​ 5,033,851 ​ ​ 50,000,000 Statement of Operations for the Six Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Basic and diluted loss per share ​ $ 0.62 ​ $ (0.46) ​ $ 0.16 Class B Basic and diluted weighted average number of shares outstanding ​ ​ 15,952,837 ​ ​ (3,452,837) ​ ​ 12,500,000 Class A Basic and diluted loss per share ​ $ — ​ $ 0.16 ​ $ 0.16 Class A Basic and diluted weighted average number of shares outstanding ​ ​ 44,877,349 ​ ​ 5,122,651 ​ ​ 50,000,000 ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period. Use of Estimates The preparation of these financial statements requires 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant derivative liabilities. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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. 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 and December 31, 2020. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and loans made by Sponsors, and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash and marketable securities held in trust and warrant derivative liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 8 for further information. Prepaid Expenses Prepaid expenses of $1,258,499 consist of premiums for directors and officers’ insurance. These premiums will be amortized over the 2-year term of the agreement. Offering Costs Total offering costs were $800,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 have been deferred until the completion of the Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated $942,390 of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are $120,000 as of September 30, 2021, and primarily consist of Delaware franchise tax expenses. Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Class A common stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations . Net Income Per Common Share Basic net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. For the three and nine months ended September 30, 2021, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income per common share is the same as basic income per common share for all periods presented. Further, in accordance with FASB ASC 260, the income per share calculation reflects the effect of the stock splits as discussed in Note 4 for all periods presented. A reconciliation of net income per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2021 ​ Nine months ended September 30, 2021 ​ Class A Class B Class A Class B Net Income $ 256,898 $ 64,225 $ 8,214,784 $ 2,053,696 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ ​ 50,000,000 ​ ​ 12,500,000 ​ ​ 50,000,000 ​ ​ 12,500,000 Basic and diluted earnings per share ​ $ 0.01 ​ $ 0.01 ​ $ 0.16 ​ $ 0.16 ​ Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2021. 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. No amounts were accrued for the payment of interest and penalties at 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 has been subject to income tax examinations by major taxing authorities since inception. The effective tax rate was 21.0% for all periods presented. The Company recorded a deferred tax benefit of $270,717 in the nine months ended September 30, 2021 associated with the loss from operations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the nine months ended September 30, 2021, the change in the valuation allowance was $270,717 which resulted in no income tax expense (benefit) for this period. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40)

Stockholder's Equity

Stockholder's Equity	9 Months Ended
	Sep. 30, 2021
Stockholder's Equity
Stockholder's Equity	4. Stockholders’ Equity On August 13, 2020, JFG purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited liability company to a corporation and issued 5,727,000 Founder Shares in lieu of membership rights to its member. Then on February 2, 2021, the Company completed a 1:1.25 stock split of all Founder Shares, resulting in total shares issued and outstanding of 7,187,500, all owned by JFG. On February 5, 2021, we issued 7,187,500 Founder Shares to TJF for $10,000. The total number of authorized shares of all classes of capital stock is 301,000,000, of which 240,000,000 shares are Class A shares at par value $0.0001 per share; 60,000,000 shares are Class B shares at par value $0.0001 per share; and 1,000,000 shares are preferred stock at par value $0.0001 per share. An aggregate of Founder Redeemable Shares All of the 50,000,000 Public Shares sold as part of the Public Offering contain a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Although, the Company’s amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001, the Company has determined all of the 50,000,000 Public Shares should be included in temporary equity, classified outside of permanent equity, regardless of the minimum net tangible assets required by the Company’s amended and restated certificate of incorporation. For further information on the Founder Shares, see Note 6.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2021
Public Offering.
Public Offering	5. Public Offering Units In the Public Offering, which closed March 29, 2021, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-fourth Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable 30 days after the completion of the Business Combination. However, if the Company does not complete the Business Combination on or prior to March 29, 2023, the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the twenty (20) trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted to 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 (See “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (See “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. 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 for shares of Class A common stock: ● 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 of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock; ● if, and only if, the last reported sale price (the “closing price”) of the Class A common stock equals or exceeds $10.00 per share (as adjusted) 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 a 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), the Sponsor Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Underwriting Commissions The Company paid an underwriting discount of $10,000,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on March 29, 2021, with an additional fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 6 for further information on underwriting commissions.

Commitments and Related Party T

Commitments and Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Commitments and Related Party Transactions
Commitments and Related Party Transactions	6. Commitments and Related Party Transactions Founder Shares The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the Business Combination. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Sponsors collectively own 20% of the Company’s issued and outstanding shares after the Public Offering. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option. The holders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination 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 (the “Lock Up Period”). The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the 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 the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of all 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), 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 the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on March 29, 2021, the Sponsors purchased an aggregate of 8,333,333 Sponsor Warrants at a price of $1.50 per warrant ($12,500,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees (except as set forth in Note 4 above in “- Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. Registration Rights The Sponsors and their permitted transferees can demand that the Company register the resale of the Founder Shares, the Sponsor Warrants, the shares of Class A common stock issuable upon conversion of the Founder Shares and the exercise of Sponsor Warrants, the warrants that may be issued to them upon conversion of working capital loans and the shares of Class A common stock issuable upon exercise of such warrants. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years; respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its 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 Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 50.0% of the Founder Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 5 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Public Offering and ending on the earlier of the completion of a Business Combination or the Company’s liquidation. The Company has recorded administrative services fees of $60,000 and $140,000 in the three and nine months ended September 30, 2021, respectively. Directors’ Payments We expect to pay $100,000 to each of our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business Combination. Sponsors’ Indemnification of the Trust Accounts The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. Sponsor Loans On February 5, 2021 the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans were payable without interest on the earlier of December 31, 2021 or the completion of the Public Offering. These loans of $197,315 were repaid in full as of September 30, 2021. On May 10, 2021, the Company issued unsecured, convertible promissory notes (the “Convertible Notes”) to the Sponsors, pursuant to which the Company may borrow up to $750,000 from each Sponsor, or an aggregate of $1,500,000, for ongoing business expenses and the Business Combination. All unpaid principal under the Convertible Notes will be due and payable in full on the earlier of (i) March 29, 2023 or (ii) the effective date of our Business Combination (the “Maturity Date”). The Sponsors will each have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under their respective Convertible Note into warrants to purchase shares of the Company's Class A common stock, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. See Note 5 for the terms of the warrants. As of September 30, 2021, the Company borrowed $426,856 from each Sponsor, or $853,712 in the aggregate, under the Convertible Notes.

Derivative Financial Instrument

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2021
Derivative Financial Instruments
Derivative Financial Instruments	7. Derivative Financial Instruments In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrant holders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Class A common stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. In conjunction with our Public Offering, which closed March 29, 2021, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-fourth Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable 30 days after the completion of the Business Combination. However, if the Company does not complete the Business Combination on or prior to March 29, 2023, the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. As of March 29, 2021, the initial value of our Public Warrants and Sponsor Warrants were $22,166,667 and $11,166,666, respectively. As of September 30, 2021, the value of our Public Warrants and Sponsor Warrants were $12,500,000 and $8,333,333, respectively. For the three and nine months ended September 30, 2021, we recorded a gain related to the change in fair value of warrant derivative liability of $1,250,000 and $12,500,000, respectively, in other income and expense on our statement of operations. For further information on our warrants, see Notes 5 and 6.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	8. Fair Value Measurements Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Public Warrants began separate trading on May 17, 2021 and as such have been classified as Level 1 financial instruments. Management determined that the fair value of each Sponsor Warrant is similar to that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Sponsor Warrants are classified as Level 2 financial instruments. The following table presents the Company’s assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value measured as of September 30, 2021 ​ Level 1 Level 2 Level 3 Total Cash and marketable securities held in trust ​ $ 500,023,181 ​ $ — ​ $ — ​ $ 500,023,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant derivative liability ​ ​ ​ ​ Public Warrants ​ $ 12,500,000 ​ $ — ​ $ — ​ $ 12,500,000 Sponsor Warrants ​ — ​ 8,333,333 ​ — ​ 8,333,333 Total Warrant derivative liability ​ $ 12,500,000 ​ $ 8,333,333 ​ $ — ​ $ 20,833,333 ​ The following is a summary of changes in fair value of our warrant derivative liability categorized within the Level 3 hierarchy as of September 30, 2021: ​ ​ ​ ​ ​ ​ September 30, 2021 Initial valuation of warrant liability ​ ​ 33,333,333 Gain on derivative liability ​ (333,333) Ending Balance ​ $ 33,000,000 Transfer from Level 3 to Level 1 ​ ​ (22,000,000) Transfer from Level 3 to Level 2 ​ ​ (11,000,000) Ending Balance ​ $ — ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period.
Use of Estimates	Use of Estimates The preparation of these financial statements requires 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant derivative liabilities.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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.
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 and December 31, 2020. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and loans made by Sponsors, and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash and marketable securities held in trust and warrant derivative liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 8 for further information.
Prepaid Expenses	Prepaid Expenses Prepaid expenses of $1,258,499 consist of premiums for directors and officers’ insurance. These premiums will be amortized over the 2-year term of the agreement.
Offering Costs	Offering Costs Total offering costs were $800,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 have been deferred until the completion of the Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated $942,390 of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering.
Accounts Payable and Accrued Liabilities	Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are $120,000 as of September 30, 2021, and primarily consist of Delaware franchise tax expenses.
Warrant Liabilities	Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Class A common stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations .
Net Income Per Common Share	Net Income Per Common Share Basic net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. For the three and nine months ended September 30, 2021, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income per common share is the same as basic income per common share for all periods presented. Further, in accordance with FASB ASC 260, the income per share calculation reflects the effect of the stock splits as discussed in Note 4 for all periods presented. A reconciliation of net income per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2021 ​ Nine months ended September 30, 2021 ​ Class A Class B Class A Class B Net Income $ 256,898 $ 64,225 $ 8,214,784 $ 2,053,696 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ ​ 50,000,000 ​ ​ 12,500,000 ​ ​ 50,000,000 ​ ​ 12,500,000 Basic and diluted earnings per share ​ $ 0.01 ​ $ 0.01 ​ $ 0.16 ​ $ 0.16
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2021. 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. No amounts were accrued for the payment of interest and penalties at 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 has been subject to income tax examinations by major taxing authorities since inception. The effective tax rate was 21.0% for all periods presented. The Company recorded a deferred tax benefit of $270,717 in the nine months ended September 30, 2021 associated with the loss from operations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the nine months ended September 30, 2021, the change in the valuation allowance was $270,717 which resulted in no income tax expense (benefit) for this period.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40)

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Summary of effect of the restatement on each financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As previously restated Adjustment As Restated Balance Sheet as of March 29, 2021 ​ ​ ​ Class A common stock subject to possible redemption ​ $ 445,858,091 ​ $ 54,141,909 ​ $ 500,000,000 Class A common stock ​ 541 ​ (541) ​ — Additional paid-in capital ​ 6,271,287 ​ (6,271,287) ​ — Accumulated deficit ​ (1,262,256) ​ (47,870,081) ​ (49,132,337) Total stockholder's equity (deficit) ​ ​ 5,000,010 ​ ​ (54,141,909) ​ ​ (49,141,899) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances as shown on Balance Sheet and Statement of Stockholders’ Equity as of March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 446,166,780 ​ $ 53,833,220 ​ $ 500,000,000 Class A common stock ​ ​ 538 ​ ​ (538) ​ ​ — Additional paid-in capital ​ ​ 5,962,789 ​ ​ (5,962,789) ​ ​ — Accumulated deficit ​ ​ (953,567) ​ ​ (47,869,893) ​ ​ (48,823,460) Total stockholder's equity (deficit) ​ ​ 5,000,010 ​ ​ (53,833,220) ​ ​ (48,833,210) Statement of Operations for the Three Months Ended March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per share ​ $ (0.07) ​ $ (0.05) ​ $ (0.02) Basic and diluted weighted average number of shares outstanding ​ ​ 14,354,255 ​ ​ (1,854,255) ​ ​ 12,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balances as shown on Balance Sheet and Statement of Stockholders’ Equity as of June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, as of March 31, 2021 ​ $ 446,166,780 ​ $ 53,833,220 ​ $ 500,000,000 Class A common stock subject to possible redemption, as of June 30, 2021 ​ ​ 10,600,624 ​ ​ (10,600,624) ​ ​ — Class A common stock ​ ​ 432 ​ ​ (432) ​ ​ — Accumulated deficit ​ ​ 4,998,328 ​ ​ (43,232,164) ​ ​ (38,233,836) Total stockholder's equity (deficit) ​ ​ 5,000,010 ​ ​ (43,232,596) ​ ​ (38,232,586) Statement of Operations for the Three Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Basic and diluted loss per share ​ $ 0.62 ​ $ (0.45) ​ $ 0.17 Class B Basic and diluted weighted average number of shares outstanding ​ ​ 17,533,851 ​ ​ (5,033,851) ​ ​ 12,500,000 Class A Basic and diluted loss per share ​ $ — ​ $ 0.17 ​ $ 0.17 Class A Basic and diluted weighted average number of shares outstanding ​ ​ 44,966,149 ​ ​ 5,033,851 ​ ​ 50,000,000 Statement of Operations for the Six Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Class B Basic and diluted loss per share ​ $ 0.62 ​ $ (0.46) ​ $ 0.16 Class B Basic and diluted weighted average number of shares outstanding ​ ​ 15,952,837 ​ ​ (3,452,837) ​ ​ 12,500,000 Class A Basic and diluted loss per share ​ $ — ​ $ 0.16 ​ $ 0.16 Class A Basic and diluted weighted average number of shares outstanding ​ ​ 44,877,349 ​ ​ 5,122,651 ​ ​ 50,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Schedule of net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2021 ​ Nine months ended September 30, 2021 ​ Class A Class B Class A Class B Net Income $ 256,898 $ 64,225 $ 8,214,784 $ 2,053,696 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of shares ​ ​ 50,000,000 ​ ​ 12,500,000 ​ ​ 50,000,000 ​ ​ 12,500,000 Basic and diluted earnings per share ​ $ 0.01 ​ $ 0.01 ​ $ 0.16 ​ $ 0.16

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Schedule of assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value measured as of September 30, 2021 ​ Level 1 Level 2 Level 3 Total Cash and marketable securities held in trust ​ $ 500,023,181 ​ $ — ​ $ — ​ $ 500,023,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant derivative liability ​ ​ ​ ​ Public Warrants ​ $ 12,500,000 ​ $ — ​ $ — ​ $ 12,500,000 Sponsor Warrants ​ — ​ 8,333,333 ​ — ​ 8,333,333 Total Warrant derivative liability ​ $ 12,500,000 ​ $ 8,333,333 ​ $ — ​ $ 20,833,333
Schedule of changes in fair value of our warrant derivative Liability	​ ​ ​ ​ ​ ​ September 30, 2021 Initial valuation of warrant liability ​ ​ 33,333,333 Gain on derivative liability ​ (333,333) Ending Balance ​ $ 33,000,000 Transfer from Level 3 to Level 1 ​ ​ (22,000,000) Transfer from Level 3 to Level 2 ​ ​ (11,000,000) Ending Balance ​ $ —

Nature of Business and Subseq_2

Nature of Business and Subsequent Event (Details)	Mar. 29, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)$ / sharesshares	May 10, 2021$ / shares	Dec. 31, 2020USD ($)$ / shares
Nature Of Business [Line Items]
Common stock par value (in dollars per share) | $ / shares			$ 0.00088
Warrant exercise price | $ / shares			$ 11.50	$ 11.50
Proceeds from public offering		$ 0	$ 500,000,000
Proceeds from sale of private placement warrants		$ 0	12,500,000
Maximum amount of interest to pay dissolution expenses			100,000
Total assets held in trust			$ 500,023,181		$ 0
Percentage refers to fair market value of business transaction			80.00%
Net tangible assets			$ 5,000,001
Percentage refers to redemption of shares if no business combination occurs			15.00%
Investment held in trust account			$ 500,000,000
Share price | $ / shares			$ 10
Withdrawal of interest to pay dissolution expenses			$ 100,000
Class B common stock
Nature Of Business [Line Items]
Common stock par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001
Class A common stock
Nature Of Business [Line Items]
Common stock par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001
Warrant Convertible Ratio			1
Initial Business Combination
Nature Of Business [Line Items]
Percentage of outstanding voting securities			50.00%
Public Offering
Nature Of Business [Line Items]
Proceeds from sale of stock	$ 500,000,000
Number of units issued | shares | shares	50,000,000		50,000,000
Price per unit | $ / shares	$ 10
Warrant Convertible Ratio	0.25		0.25
Percentage of public shares redeemed			100.00%
Private placement
Nature Of Business [Line Items]
Proceeds from warrants outstanding	$ 12,500,000
Aggregate sponsor warrants | shares	8,333,333
Warrant exercise price | $ / shares	$ 1.50

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - USD ($)	2 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 29, 2021	Dec. 31, 2020	Aug. 13, 2020
Restatement of Previously Issued Financial Statements to Reflect Derivative Accounting
Classified as permanent equity to maintain stockholders' equity						$ 5,000,000
Minimum Net Tangible Assets Upon Consummation Of Business Combination		$ 5,000,001				5,000,001
Balance Sheet
Additional paid-in capital		0				0		$ 281
Accumulated deficit		(37,912,713)	$ (38,233,836)	$ (48,823,460)	$ (38,233,836)	(37,912,713)	$ (49,132,337)	0
Total stockholder's equity (deficit)	$ 0	(37,911,463)	(38,232,586)	$ (48,833,210)	(38,232,586)	(37,911,463)	(49,141,899)	0	$ 0
Basic and diluted net income per share				$ (0.02)
Basic and diluted weighted average number of shares outstanding				12,500,000
As previously reported
Balance Sheet
Additional paid-in capital				$ 5,962,789			6,271,287
Accumulated deficit			4,998,328	(953,567)	4,998,328		(1,262,256)
Total stockholder's equity (deficit)			5,000,010	$ 5,000,010	5,000,010		5,000,010
Basic and diluted net income per share				$ (0.07)
Basic and diluted weighted average number of shares outstanding				14,354,255
Adjustment
Balance Sheet
Additional paid-in capital				$ (5,962,789)			(6,271,287)
Accumulated deficit			(43,232,164)	(47,869,893)	(43,232,164)		(47,870,081)
Total stockholder's equity (deficit)			$ (43,232,596)	$ (53,833,220)	$ (43,232,596)		(54,141,909)
Basic and diluted net income per share				$ (0.05)
Basic and diluted weighted average number of shares outstanding				(1,854,255)
Class A common stock
Balance Sheet
Class A common stock subject to possible redemption				$ 500,000,000			500,000,000
Common stock		$ 0				$ 0		0
Basic and diluted net income per share	$ 0	$ 0.01	$ 0.17		$ 0.16	$ 0.16
Basic and diluted weighted average number of shares outstanding	0	50,000,000	50,000,000		50,000,000	50,000,000
Class A common stock | As previously reported
Balance Sheet
Class A common stock subject to possible redemption			$ 10,600,624	446,166,780	$ 10,600,624		445,858,091
Common stock			$ 432	538	$ 432		541
Basic and diluted weighted average number of shares outstanding			44,966,149		44,877,349
Class A common stock | Adjustment
Balance Sheet
Class A common stock subject to possible redemption			$ (10,600,624)	53,833,220	$ (10,600,624)		54,141,909
Common stock			$ (432)	$ (538)	$ (432)		$ (541)
Basic and diluted net income per share			$ 0.17		$ 0.16
Basic and diluted weighted average number of shares outstanding			5,033,851		5,122,651
Class B common stock
Balance Sheet
Common stock		$ 1,250				$ 1,250		$ 719
Basic and diluted net income per share	$ 0	$ 0.01	$ 0.17		$ 0.16	$ 0.16
Basic and diluted weighted average number of shares outstanding	6,250,000	12,500,000	12,500,000		12,500,000	12,500,000
Class B common stock | As previously reported
Balance Sheet
Basic and diluted net income per share			$ 0.62		$ 0.62
Basic and diluted weighted average number of shares outstanding			17,533,851		15,952,837
Class B common stock | Adjustment
Balance Sheet
Basic and diluted net income per share			$ (0.45)		$ (0.46)
Basic and diluted weighted average number of shares outstanding			(5,033,851)		(3,452,837)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Net loss per common share (Details) - USD ($)	2 Months Ended	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Net Income	$ 0	$ 321,123	$ 10,900,924	$ (953,567)	$ 10,268,480
Class A common stock
Net Income		$ 256,898			$ 8,214,784
Diluted weighted average number of shares outstanding		50,000,000			50,000,000
Basic earnings per share		$ 0			$ 0
Class B common stock
Net Income		$ 64,225			$ 2,053,696
Diluted weighted average number of shares outstanding		12,500,000			12,500,000
Basic earnings per share		$ 0.01			$ 0.16

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details)	2 Months Ended	9 Months Ended
	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)	Dec. 31, 2020USD ($)
Operating Loss Carryforwards [Line Items]
Federal depository insurance coverage		$ 250,000
Prepaid expenses		1,258,499	$ 0
Offering Costs		800,000
Underwriting discount		27,500,000
Deferred underwriters commission		17,500,000
Accounts payable and accrued liabilities		$ 120,000	$ 0
Conversion ratio		1
Offering Costs And Underwriting Commissions		$ 942,390
Unrecognized tax benefits		0
Unrecognized tax benefits, accrued interest and penalties		$ 0
Effective tax rate		21.00%
Deferred tax benefit		$ 270,717
Change in valuation allowance		270,717
Tax expense (benefit)	$ 0	0
Directors and officers insurance
Operating Loss Carryforwards [Line Items]
Prepaid expenses		$ 1,258,499
Amortization period of prepaid expenses		2 years

Stockholder's Equity (Details)

Stockholder's Equity (Details) - USD ($)	Mar. 29, 2021	Feb. 05, 2021	Feb. 02, 2021	Jan. 28, 2021	Aug. 13, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Aug. 31, 2020
Class of Stock [Line Items]
Common stock issued							7,187,500
Stock split description of founders shares			1:1.25
Common stock authorized						301,000,000
Common stock par value (in dollars per share)						$ 0.00088
Preferred stock authorized						1,000,000	1,000,000
Preferred stock par value (in dollars per share)						$ 0.0001	$ 0.0001
Aggregate forfeited share						1,875,000
Invested capital						$ 11,000
Net tangible asset threshold						$ 5,000,001
Founders shares
Class of Stock [Line Items]
Stock issued during period, shares				5,727,000
Common stock issued		7,187,500
TJF
Class of Stock [Line Items]
Consideration for acquisition of membership interest		$ 10,000
Common stock outstanding						6,250,000
Public Offering
Class of Stock [Line Items]
Number of units issued | shares	50,000,000					50,000,000
Redeemable Shares outstanding						50,000,000
JFG
Class of Stock [Line Items]
Membership interest acquired					100.00%
Consideration for acquisition of membership interest					$ 1,000
Common stock outstanding						6,250,000
Class A common stock
Class of Stock [Line Items]
Common stock outstanding						0	0	0	0
Common stock authorized						240,000,000	240,000,000
Common stock par value (in dollars per share)						$ 0.0001	$ 0.0001
Class B common stock
Class of Stock [Line Items]
Common stock issued			7,187,500			12,500,000
Common stock outstanding			7,187,500			12,500,000	7,187,500
Common stock authorized						60,000,000	60,000,000
Common stock par value (in dollars per share)						$ 0.0001	$ 0.0001

Public Offering (Details)

Public Offering (Details)	Mar. 29, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)item$ / sharesshares	May 10, 2021$ / shares	Dec. 31, 2020$ / shares
Subsidiary or Equity Method Investee [Line Items]
Common stock par value (in dollars per share)		$ 0.00088
Number Of Business Days		15 days
Warrant exercise price		$ 11.50	$ 11.50
Warrant exercisable term, after the completion of the Business Combination		30 days
Warrants redemption description		the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Closing share price		$ 10
Underwriting discount | $		$ 27,500,000
Public Warrants
Subsidiary or Equity Method Investee [Line Items]
Issue price per share | shares		9.20
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant		60.00%
Trading days determining volume weighted average price		20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Threshold business days before sending notice of redemption to warrant holders		10 days
Number of trading days on which fair market value of shares is reported | item		10
Fair market value per share		$ 0.361
Class A common stock
Subsidiary or Equity Method Investee [Line Items]
Common stock par value (in dollars per share)		$ 0.0001		$ 0.0001
Warrant Convertible Ratio		1
Redeemable warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Subsidiary or Equity Method Investee [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Redeemable warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds10.00 [Member]
Subsidiary or Equity Method Investee [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10
Redeemable warrants | Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Subsidiary or Equity Method Investee [Line Items]
Threshold trading days for redemption of public warrants | item		20
Threshold consecutive trading days for redemption of public warrants | item		30
Redeemable warrants | Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds10.00 [Member]
Subsidiary or Equity Method Investee [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants | item		20
Threshold consecutive trading days for redemption of public warrants | item		30
Public Offering
Subsidiary or Equity Method Investee [Line Items]
Number of units issued | shares | shares	50,000,000	50,000,000
Price per unit	$ 10
Warrant Convertible Ratio	0.25	0.25
Underwriting discount | $	$ 10,000,000
Underwriting discount per unit	0.20
Additional fee deferred discount | $	$ 17,500,000
Additional fee deferred discount per unit	0.35
Public Offering | Public Warrants
Subsidiary or Equity Method Investee [Line Items]
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)		180

Commitments and Related Party_2

Commitments and Related Party Transactions - Founded shares (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Related Party Transaction [Line Items]
Aggregate forfeited share	1,875,000
Founders shares
Related Party Transaction [Line Items]
Stock conversion ratio	1
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Aggregate forfeited share	1,875,000
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Class A common stock | Founders shares
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%

Commitments and Related Party_3

Commitments and Related Party Transactions (Details) - USD ($)	Mar. 29, 2021	Sep. 30, 2021	Sep. 30, 2021	May 10, 2021
Related Party Transaction [Line Items]
Warrant exercise price		$ 11.50	$ 11.50	$ 11.50
Threshold closing price of common stock			$ 10
Threshold trading days for conversion of founders Shares			30 days
Redeemable warrants
Related Party Transaction [Line Items]
Warrant exercise price		$ 11.50	$ 11.50
Public Offering
Related Party Transaction [Line Items]
Proceeds from sale of stock	$ 500,000,000
Private placement
Related Party Transaction [Line Items]
Aggregate sponsor warrants	8,333,333
Warrant exercise price	$ 1.50
Proceeds from warrants outstanding	$ 12,500,000
Founders shares
Related Party Transaction [Line Items]
Threshold closing price of common stock			$ 10
Founders shares | Jefferies LLC [Member]
Related Party Transaction [Line Items]
Ownership percentage of initial stockholders		50.00%	50.00%
Fertitta Entertainment, Inc
Related Party Transaction [Line Items]
Per month payment for office space, utilities and secretarial and administrative support			$ 20,000
Administrative services fees		$ 60,000	$ 140,000

Commitments and Related Party_4

Commitments and Related Party Transactions - Directors' Payments (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Directors'
Related Party Transaction [Line Items]
Payments to independent directors	$ 100,000

Commitments and Related Party_5

Commitments and Related Party Transactions - Sponsor loans (Details) - USD ($)	Feb. 05, 2021	Sep. 30, 2021	May 10, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Maximum amount of unsecured promissory note outstanding form sponsors	$ 300,000		$ 1,500,000
Payments of affiliate notes		$ 853,712	$ 853,712	$ 0
Warrant exercise price for conversion of loan	$ 1.50
Warrant exercise price		$ 11.50	$ 11.50
Sponsor
Related Party Transaction [Line Items]
Payments of affiliate notes		$ 197,315
Maximum amount of loan convertible in to warrants		$ 426,856	$ 750,000

Derivative Financial Instrume_2

Derivative Financial Instruments (Details)	Mar. 29, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	May 10, 2021$ / shares	Dec. 31, 2020USD ($)$ / shares
Derivative Financial Instruments
Common stock par value (in dollars per share) | $ / shares			$ 0.00088	$ 0.00088
Warrant exercise price | $ / shares			$ 11.50	$ 11.50	$ 11.50
Restriction to transfer sponsor warrants				The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees
Warrant exercisable term, after the completion of the Business Combination				30 days
Warrant liability			$ 20,833,333	$ 20,833,333		$ 0
Change in fair value of warrant derivative liability		$ 0	(1,250,000)	$ (12,500,000)
Public Offering
Derivative Financial Instruments
Number of units issued | shares | shares	50,000,000			50,000,000
Price per unit | $ / shares	$ 10
Warrant Convertible Ratio	0.25			0.25
Private placement
Derivative Financial Instruments
Aggregate warrants | shares	8,333,333
Warrant exercise price | $ / shares	$ 1.50
Proceeds from warrants outstanding	$ 12,500,000
Warrant derivative liability
Derivative Financial Instruments
Change in fair value of warrant derivative liability			$ (1,250,000)	$ (12,500,000)
Class A common stock
Derivative Financial Instruments
Common stock par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001		$ 0.0001
Warrant Convertible Ratio				1
Public Warrants
Derivative Financial Instruments
Aggregate warrants | shares			12,500,000	12,500,000
Warrant liability	22,166,667		$ 12,500,000	$ 12,500,000
Sponsor Warrants
Derivative Financial Instruments
Aggregate warrants | shares			8,333,333	8,333,333
Warrant liability	$ 11,166,666		$ 8,333,333	$ 8,333,333

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Mar. 29, 2021	Dec. 31, 2020
Fair Value Measurements
Cash and marketable securities held in trust	$ 500,023,181
Warrant derivative liability	20,833,333		$ 0
Level 1
Fair Value Measurements
Cash and marketable securities held in trust	500,023,181
Warrant derivative liability	12,500,000
Level 2
Fair Value Measurements
Cash and marketable securities held in trust	0
Warrant derivative liability	8,333,333
Level 3
Fair Value Measurements
Cash and marketable securities held in trust	0
Warrant derivative liability	0
Public Warrants
Fair Value Measurements
Warrant derivative liability	12,500,000	$ 22,166,667
Public Warrants | Level 1
Fair Value Measurements
Warrant derivative liability	12,500,000
Public Warrants | Level 2
Fair Value Measurements
Warrant derivative liability	0
Public Warrants | Level 3
Fair Value Measurements
Warrant derivative liability	0
Sponsor Warrants
Fair Value Measurements
Warrant derivative liability	8,333,333	$ 11,166,666
Sponsor Warrants | Level 1
Fair Value Measurements
Warrant derivative liability	0
Sponsor Warrants | Level 2
Fair Value Measurements
Warrant derivative liability	8,333,333
Sponsor Warrants | Level 3
Fair Value Measurements
Warrant derivative liability	$ 0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in fair value of warrant derivative liability (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements
Initial valuation of warrant liability	$ 33,333,333
Gain on derivative liability	(333,333)
Ending Balance	33,000,000
Level 3
Fair Value Measurements
Transfer from Level 3 to Level 1	(22,000,000)
Transfer from Level 3 to Level 2	(11,000,000)
Ending Balance	$ 0