Solid Power (SLDP) S-4/A 20 Sep 21 Registration of securities issued in business combination transactions (amended) Financial data

Cover Page

Cover Page	5 Months Ended
	Jun. 30, 2021
Cover [Abstract]
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No . 1
Entity Filer Category	Non-accelerated Filer
Entity Registrant Name	Decarbonization Plus Acquisition Corporation III
Entity Central Index Key	0001844862
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

BALANCE SHEET

BALANCE SHEET	Jun. 30, 2021USD ($)
Current Assets:
Cash	$ 0
Short term prepaid insurance	560,596
Total Current Assets	560,596
Cash equivalents held in Trust Account	350,005,400
Long term prepaid insurance	411,616
Total assets	350,977,612
Current liabilities:
Accounts payable	625,004
Franchise tax payable	83,288
Total current liabilities	708,292
Warrant liabilities	48,166,668
Deferred underwriting fee payable	12,250,000
Total liabilities	61,124,960
Commitments and Contingencies
Class A common stock subject to possible redemption, 35,000,000 shares at $10.00 per share	350,000,000
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	0
Accumulated deficit	(60,148,223)
Total stockholders' equity (deficit)	(60,147,348)
Total liabilities and stockholders' equity (deficit)	350,977,612
Class A Common Stock
Stockholders' Equity (Deficit)
Common stock value	0
Total stockholders' equity (deficit)	0
Class B Common Stock
Stockholders' Equity (Deficit)
Common stock value	875
Total stockholders' equity (deficit)	$ 875

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Jun. 30, 2021$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock subject to possible redemption	35,000,000
Common stock subject to possible redemption, per share | $ / shares	$ 10
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	250,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Class B Common Stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	8,750,000
Common stock, shares outstanding	8,750,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	5 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Operating expenses:
General and administrative expenses	$ 1,998,954
Franchise tax expense	83,288
Loss from operations	(2,082,242)
Other income (expense):
Interest earned on cash equivalents held in Trust Account	5,400
Offering costs allocated to warrant liabilities	(956,584)
Change in fair value of warrant liabilities	(21,166,668)
Net Loss	$ (24,200,094)
Weighted average shares outstanding of Class A common stock, basic and diluted | shares	35,000,000
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted | shares	8,750,000
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ / shares	$ (2.77)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 5 months ended Jun. 30, 2021 - USD ($)	Total	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at beginning at Jan. 28, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at beginning (in Shares) at Jan. 28, 2021		0	0
Class B Common Stock issued to Sponsor	25,000		$ 1,006	23,994
Class B Common Stock issued to Sponsor (in Shares)			10,062,500
Forfeiture of Founder Shares	0		$ (131)	131
Forfeiture of Founder Shares (in Shares)			(1,312,500)
Accretion for Class A common stock to redemption amount	(35,972,254)			(24,125)	(35,948,129)
Net loss	(24,200,094)				(24,200,094)
Balances at ending at Jun. 30, 2021	$ (60,147,348)	$ 0	$ 875	$ 0	$ (60,148,223)
Balances at ending (in Shares) at Jun. 30, 2021		0	8,750,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	5 Months Ended
	Jun. 30, 2021
Cash flow from operating activities:
Net loss	$ (24,200,094)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	21,166,668
Offering costs allocated to warrant liabilities	956,584
Interest earned on cash equivalents held in Trust Account	(5,400)
Changes in operating assets and liabilities:
Accounts payable	625,004
Franchise tax payable	83,288
Prepaid insurance	(972,212)
Net cash used in operating activities	(2,346,162)
Cash flows from investing activities:
Investment of cash in Trust Account	(350,000,000)
Net cash used in investing activities	(350,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	343,000,000
Proceeds from sale of Private Placement Warrants	10,000,000
Proceeds from sale of Class B Common Stock to Sponsor	25,000
Payment of offering costs	(678,838)
Net cash provided by financing activities	352,346,162
Net decrease in cash	0
Cash at beginning of period
Cash at end of period
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	$ 12,250,000

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Organization and General Decarbonization Plus Acquisition Corporation III (the “ Company Initial Business Combination Securities Act JOBS Act At June 30, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) to June 30, 2021 relates to the Company’s formation and the initial public offering (“ Initial Public Offering non-operating The registration statement for the Initial Public Offering was declared effective on March 23, 2021. On March 26, 2021, the Company consummated the Initial Public Offering of 35,000,000 units (the “ Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 6,666,667 warrants (the “ Private Placement Warrants Sponsor Transaction costs amounted to $ 20,12 8,838 Following the closing of the Initial Public Offering on March 26, 2021, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “ Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial 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 Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its 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 its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then o n Going Concern Considerations As of June 30, 2021, the Company had a cash balance of $0. In connection with the Company’s assessment of going concern considerations in accordance with ASU2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of June 30, 2021, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor, which is described in Note 4, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Business Combination and one year from the date of issuance of these financial statements . These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP January 29, 2021 (inception) to June 30, 2021 are not necessarily indicative of the results that may be expected for the period from January 29, 2021 (inception) to December 31, 2021 or any period. 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 JOBS Act non-binding 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 Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable redeemable common stock, by the weighted average number of Class B non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): January 29, 2021 to June 30, 2021 Class A Redeemable Common Stock Numerator: Earnings allocable to Class A Redeemable Common Stock Interest Income 5,400 Franchise Taxes (5,400 ) Net Income (Loss) — Denominator: Weighted Average Class A Redeemable Common Stock Class A Redeemable Common Stock, Basic and Diluted 35,000,000 Earnings/Basic and Diluted Class A Redeemable Common Stock — Class B Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) (24,200,094 ) Redeemable Net Income — Non-Redeemable (24,200,094 ) Denominator: Weighted Average Class B Non-Redeemable Class B Non-Redeemable 8,750,000 Loss/Basic and Diluted Class B Non-Redeemable $ (2.77 ) Note: As of June 30, 2021, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. Use of Estimates The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of this financial statement. Actual results could differ from those estimates. Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than three months. As of June 30, 2021, the Company held no cash. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, 35,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company’s Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company revised the presentation in these financial statements for the classification of Class A redeemable stock from the historical presentation of classifying a portion of the Class A common stock in permanent equity to maintain minimum stockholders’ equity of $5,000,001 to classifying all of the Class A common stock subject to redemption in temporary equity. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $20,128,838 upon the completion of the Initial Public Offering. The Company complies with the requirements of ASC 825-10. of offering costs as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company immediately expensed Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The deferred tax assets are de minimis after accounting for the net effect of the valuation allowance. 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. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception . The Company had no tax liability as of June 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06 early Adoption 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect

Public Offering

Public Offering	5 Months Ended
	Jun. 30, 2021
Public Offering [Abstract]
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 35,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third (see Note 8).

Related Party Transactions

Related Party Transactions	5 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On February 4, 2021, the Company issued an aggregate of 10,062,500 shares of Class B common stock (the “ Founder Shares them. The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer purchased 6,666,667 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,000,000 (see Note 3 for further information regarding the accounting treatment of the Private Placement Warrants). The Sponsor has agreed to purchase up to an additional 700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $1,050,000, to the extent the underwriter’s over-allotment option is exercised in full. As of June 30, 2021, the underwriters’ over-allotment option had not been exercised. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to partially fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and certain of the Company’s independent directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On February 4, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note non-interest Maturity Date During the period ending June 30, 2021, the Company paid the Sponsor $1.5 million for additional expenses paid on its behalf. Administrative Support Agreement On March 23, 2021 the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 29, 2021 (Inception) to June 30, 2021, the Company had incurred and paid $31,935 of monthly fees to the affiliate of the Sponsor which were paid in full at June 30, 2021. Working Capital Loans In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,250,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreem e Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 In the normal course of business, the Company may be party to litigation from time to time. As of June 30, 2021, the Company was not party to any litigation.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	5 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Stockholders' Equity (Deficit)	Note 6 — Stockholders’ Equity (Deficit) Common Stock The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock (no shares issued and outstanding) with a par value of Company’s common stock are entitled to one vote for each share of common stock. At June 30, 2021, there were 35,000,000 shares of Class A common stock issued and outstanding, of which all shares were subject to possible redemption. At June 30, 2021, there were 8,750,000 shares of Class B common stock issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,312,500 Founder Shares depending on the extent to which the over-allotment option is not exercised by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to not exercise their over-allotment option, 1,312,500 Founder Shares were forfeited . Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2021, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Company has also granted the underwriters a 45-day Each whole Warrant is exercisable to purchase one share of our Class A common stock and only whole Warrants are exercisable. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if we issue 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 our board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price The Warrants will become exercisable on the later of: • 30 days after the completion of the Initial Business Combination or, • 12 months from the closing of the Initial Public Offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company is not registering the shares of Class A common stock issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants): • In whole and not in part; • At a price of $0.01 per Warrant; • Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day • if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per Warrant, 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 determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise below; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrantholders; and • if the last sale price of the Company’s Class A common stock on the trading day prior to the date on which the Company send the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. As of June 30, 2021, there were 11,666,667 Public Warrants and 6,666,667 Private Placement Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The Warrant liabilities are initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured .

Income Tax

Income Tax	5 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 7 — Income Tax The Company’s net deferred tax assets are as follows: June 30, 2021 Deferred tax asset Organizational costs/Startup expenses $ 385,893 Net operating loss carryforward 50,244 Total deferred tax asset 436,137 Valuation allowance (436,137 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: June 30, 2021 Federal Current $ — Deferred (436,137 ) State Current $ — Deferred — Change in valuation allowance 436,137 Income tax provision $ — As of June 30, 2021, the Company had $50,244 of U.S. federal and state net operating loss carryovers available to offset future taxable income. 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 year ended June 30, 2021, the change in the valuation allowance was $436,137. A reconciliation of the federal income tax rate to the Company’s effective tax rate at June 30, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (18.4 )% Non-deductible transaction costs (0.8 )% Change in valuation allowance (1.8 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 At June 30, 2021, assets held in the Trust Account were comprised of $350,005,400 in money market funds which are invested in U.S. Treasury Securities. Through June 30, 2021, the Company has not withdrawn any interest earned on the Trust Account to pay its franchise and income tax obligations. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2021 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 350,005,400 $ 350,005,400 $ — $ — Liabilities: Warrant liability – Public Warrants $ 29,633,334 $ 29,633,334 $ — $ — Warrant liability – Private Placement Warrants $ 18,533,334 $ — $ — $ 18,533,334 The Company utilized a Monte Carlo simulation model to value the Public Warrant liabilities at the date of the Initial Public Offering, and then the unadjusted, quoted price listed on the NASDAQ Capital Market for each subsequent reporting period. The Company utilizes a Black-Scholes model to value the Private Warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statement of Operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The significant unobservable inputs used in the Monte Carlo simulation model to value the Public Warrants at the date of the Initial Public Offering and the Black-Scholes model to measure the Private Warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: As of June 30, 2021 Stock price $ 10.37 Strike price $ 11.50 Term (in years) 5.3 Volatility 32.0 % Risk-free rate 0.92 % Dividend yield 0.0 % Fair value of warrants 2.54 - 2.78 The following table provides a summary of the changes in fair value of the Level 3 warrant liabilities: Level 3 Placement Beginning balance as of January 29, 2021 (inception) $ — Initial measurement at March 26, 2021 10,200,000 Change in value inputs or other assumptions 8,333,334 Fair value as of June 30, 2021 $ 18,533,334

Subsequent Events

Subsequent Events	5 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Management has evaluated the impact of subsequent events thro u On June 15, 2021, DCRC filed Form 8-K announcing the definitive agreement for which DCRC, DCRC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of DCRC (“Merger Sub”), and Solid Power, Inc., a Colorado corporation (“Solid Power”), entered into a business combination agreement and plan of reorganization, pursuant to which Merger Sub will be merged with and into Solid Power, with Solid Power surviving the Merger as a wholly owned subsidiary of DCRC.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP January 29, 2021 (inception) to June 30, 2021 are not necessarily indicative of the results that may be expected for the period from January 29, 2021 (inception) to December 31, 2021 or any period.
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 JOBS Act non-binding 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
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable redeemable common stock, by the weighted average number of Class B non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): January 29, 2021 to June 30, 2021 Class A Redeemable Common Stock Numerator: Earnings allocable to Class A Redeemable Common Stock Interest Income 5,400 Franchise Taxes (5,400 ) Net Income (Loss) — Denominator: Weighted Average Class A Redeemable Common Stock Class A Redeemable Common Stock, Basic and Diluted 35,000,000 Earnings/Basic and Diluted Class A Redeemable Common Stock — Class B Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) (24,200,094 ) Redeemable Net Income — Non-Redeemable (24,200,094 ) Denominator: Weighted Average Class B Non-Redeemable Class B Non-Redeemable 8,750,000 Loss/Basic and Diluted Class B Non-Redeemable $ (2.77 ) Note: As of June 30, 2021, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of this financial statement. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than three months. As of June 30, 2021, the Company held no cash.
Common Stock Subject to Possible Redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, 35,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company’s Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company revised the presentation in these financial statements for the classification of Class A redeemable stock from the historical presentation of classifying a portion of the Class A common stock in permanent equity to maintain minimum stockholders’ equity of $5,000,001 to classifying all of the Class A common stock subject to redemption in temporary equity.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $20,128,838 upon the completion of the Initial Public Offering. The Company complies with the requirements of ASC 825-10. of offering costs as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company immediately expensed
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The deferred tax assets are de minimis after accounting for the net effect of the valuation allowance. 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. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception . The Company had no tax liability as of June 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06 early Adoption 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of Table Reflects Calculation of Basic and Diluted Net Loss Per Common Share	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): January 29, 2021 to June 30, 2021 Class A Redeemable Common Stock Numerator: Earnings allocable to Class A Redeemable Common Stock Interest Income 5,400 Franchise Taxes (5,400 ) Net Income (Loss) — Denominator: Weighted Average Class A Redeemable Common Stock Class A Redeemable Common Stock, Basic and Diluted 35,000,000 Earnings/Basic and Diluted Class A Redeemable Common Stock — Class B Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) (24,200,094 ) Redeemable Net Income — Non-Redeemable (24,200,094 ) Denominator: Weighted Average Class B Non-Redeemable Class B Non-Redeemable 8,750,000 Loss/Basic and Diluted Class B Non-Redeemable $ (2.77 ) Note: As of June 30, 2021, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders.

Income Tax (Tables)

Income Tax (Tables)	5 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Summary of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: June 30, 2021 Deferred tax asset Organizational costs/Startup expenses $ 385,893 Net operating loss carryforward 50,244 Total deferred tax asset 436,137 Valuation allowance (436,137 ) Deferred tax asset, net of allowance $ —
Summary of Income Tax Provision	The income tax provision consists of the following: June 30, 2021 Federal Current $ — Deferred (436,137 ) State Current $ — Deferred — Change in valuation allowance 436,137 Income tax provision $ —
Schedule of Reconciliation of Federal Income Tax Rate to the Effective Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at June 30, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (18.4 )% Non-deductible transaction costs (0.8 )% Change in valuation allowance (1.8 )% Income tax provision 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2021 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 350,005,400 $ 350,005,400 $ — $ — Liabilities: Warrant liability – Public Warrants $ 29,633,334 $ 29,633,334 $ — $ — Warrant liability – Private Placement Warrants $ 18,533,334 $ — $ — $ 18,533,334
Schedule of Unobservable Inputs Used in Monte Carlo Simulation Model to Value Public Warrants at Date of Initial Public Offering and Black-Scholes Model to Measure Private Warrant Liabilities Within Level 3	The significant unobservable inputs used in the Monte Carlo simulation model to value the Public Warrants at the date of the Initial Public Offering and the Black-Scholes model to measure the Private Warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: As of June 30, 2021 Stock price $ 10.37 Strike price $ 11.50 Term (in years) 5.3 Volatility 32.0 % Risk-free rate 0.92 % Dividend yield 0.0 % Fair value of warrants 2.54 - 2.78
Summary of Changes in Fair Value of Level 3 Warrant Liabilities	The following table provides a summary of the changes in fair value of the Level 3 warrant liabilities: Level 3 Placement Beginning balance as of January 29, 2021 (inception) $ — Initial measurement at March 26, 2021 10,200,000 Change in value inputs or other assumptions 8,333,334 Fair value as of June 30, 2021 $ 18,533,334

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)	Mar. 26, 2021	Jun. 30, 2021
Description Of Organization And Business Operations [Line Items]
Entity incorporation, date of incorporation		Jan. 29, 2021
Transaction costs		$ 20,128,838
Underwriting fees		7,000,000
Deferred underwriting fees		12,250,000
Other offering costs		878,838
Cash		$ 0
Proceeds from stock offering held in trust account	$ 350,000,000
Redemption percentage of public shares if business combination not completed		100.00%
Threshold period for redemption of public shares		24 months
Net tangible assets threshold limit for redemption of public shares		$ 5,000,001
Minimum
Description Of Organization And Business Operations [Line Items]
Fair market value in trust account percentage required for business combination		80.00%
Maximum
Description Of Organization And Business Operations [Line Items]
Dissolution expenses		$ 100,000
Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Sale of stock in shares	35,000,000	35,000,000
Price per unit	$ 10	$ 10
Gross proceeds	$ 350,000,000
Private Placement Warrants | Sponsor and Certain Independent Directors
Description Of Organization And Business Operations [Line Items]
Sale of stock in shares	6,666,667
Price per unit	$ 1.50
Gross proceeds	$ 10,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Table Reflects Calculation of Basic and Diluted Net Loss Per Common Share (Details)	5 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Numerator: Earnings allocable to Class A Redeemable Common Stock
Interest Income	$ 5,400
Franchise Taxes	$ (5,400)
Denominator: Weighted Average Class A Redeemable Common Stock
Weighted average number of Class A redeemable common stock, basic and diluted | shares	35,000,000
Numerator: Net Income minus Redeemable Net Earnings
Net loss	$ (24,200,094)
Non-Redeemable Net Loss	$ (24,200,094)
Denominator: Weighted Average Class B Non-Redeemable Common Stock
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted | shares	8,750,000
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ / shares	$ (2.77)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Details)	5 Months Ended
	Jun. 30, 2021USD ($)shares
Summaryof Significant Accounting Policies Details [Line Items]
Federal deposit insurance corporation coverage limits	$ 250,000
Cash	0
Offering costs amounting	19,172,254
Expensed offering costs	956,584
Unrecognized tax benefits	0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 0
Change in accounting principle, accounting standards update, adoption date	Jan. 1, 2021
Change in accounting principle, accounting standards update, early adoption [true false]	true
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
Accounting standards update [Extensible List]	us-gaap:AccountingStandardsUpdate202006Member
Tax liability	$ 0
Minimum [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Minimum stockholders equity required for compliance	5,000,001
Initial Public Offering
Summaryof Significant Accounting Policies Details [Line Items]
Offering costs amounting	$ 20,128,838
Class A Common Stock
Summaryof Significant Accounting Policies Details [Line Items]
Common stock subject to possible redemption | shares	35,000,000

Public Offering - Additional In

Public Offering - Additional Information (Details) - Initial Public Offering - $ / shares	Mar. 26, 2021	Jun. 30, 2021
Public Offering Details [Line Items]
Sale of stock in shares	35,000,000	35,000,000
Sale price per share	$ 10	$ 10
Class A Common Stock
Public Offering Details [Line Items]
Description of sale of stock		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).
Warrant price per share		$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Mar. 26, 2021	Mar. 23, 2021	Feb. 04, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Period for completion of business combination from closing of initial public offering		24 months
Related party transaction, description of transaction				The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Common stock threshold trading days				20 days
Common stock consecutive trading days				30 days
Minimum holding period for shares after business combination				150 days
Monthly payment to affiliate of sponsor for office space, utilities and secretarial and administrative support		$ 10,000
Monthly fees incurred and paid to affiliate of sponsor				$ 31,935
Amount borrowed under working capital loan				$ 0
Warrants | Private Placement Warrants
Related Party Transaction [Line Items]
Sale of warrants	6,666,667
Warrant price per share	$ 1
Proceeds from issuance of warrants	$ 10,000,000
Warrants holding period after completion of business combination				30 days
Class B Common Stock
Related Party Transaction [Line Items]
Sale of Class A Common Stock to Public, net of underwriting discounts and initial classification of warrant liabilities (in Shares)		400,000
Forfeited shares				1,312,500
Class A Common Stock
Related Party Transaction [Line Items]
Common stock issued, price per share				$ 11.50
Sale of warrants				1
Class A Common Stock | Maximum
Related Party Transaction [Line Items]
Common stock issued, price per share				$ 12
Sponsor
Related Party Transaction [Line Items]
Percentage of common stock issued and outstanding after initial public offering			20.00%
Amount paid to sponsor for additional expenses paid				$ 1,500,000
Sponsor | Note
Related Party Transaction [Line Items]
Line of credit facility, maximum borrowing capacity			$ 300,000
Debt instrument, maturity date			Aug. 3, 2021
Promissory note, related party			$ 0
Sponsor | Warrants
Related Party Transaction [Line Items]
Warrant price per share	$ 1			$ 1.50
Additional warrant purchase price	$ 1,050,000
Sponsor | Maximum | Warrants
Related Party Transaction [Line Items]
Additional warrants	700,000
Potential conversion of working capital loan into warrants upon business combination				$ 1,500,000
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Sale of Class A Common Stock to Public, net of underwriting discounts and initial classification of warrant liabilities (in Shares)			10,062,500
Sale of Class A Common Stock to Public, net of underwriting discounts and initial classification of warrant liabilities			$ 25,000
Common stock issued, price per share			$ 0.002
Forfeited shares		400,000
Sponsor | Class B Common Stock | Maximum
Related Party Transaction [Line Items]
Number of shares to be forfeited if overallotment option is not exercised			1,312,500

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)	5 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Commitments and Contingencies Disclosure [Abstract]
Underwriters option period to purchase shares	45 days
Maximum number of shares granted for underwriters to purchase | shares	5,250,000
Underwriting agreement, deferred fee per unit | $ / shares	$ 0.35
Underwriting agreement, deferred fee payable upon completion of business combination | $	$ 12,250,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Additional Information (Details)	3 Months Ended	5 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares
Class Of Stock [Line Items]
Founder shares percentage		20.00%
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Warrants, exercise period following business combination		30 days
Warrants, expiration period	5 years	5 years
Number of fractional warrants be issued		0
Warrants granted for additional purchase if required	5,250,000	5,250,000
Warrants exercise price percentage		115.00%
Public warrants, exercise period following IPO		12 months
Change in fair value of warrant liabilities | $	$ (21,283,334)	$ (21,166,668)
Public Warrants
Class Of Stock [Line Items]
Redemption price per warrant | $ / shares		$ 0.01
Redemption period		30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders | $ / shares		$ 18
Warrants outstanding	11,666,667	11,666,667
Private Placement Warrants
Class Of Stock [Line Items]
Redemption price per warrant | $ / shares		$ 0.10
Redemption period		30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders | $ / shares		$ 10
Maximum threshold price of common stock specified to send notice of redemption to the warrant holders | $ / shares		$ 18
Warrants outstanding	6,666,667	6,666,667
Maximum | Business combination
Class Of Stock [Line Items]
Business combination issue price | $ / shares	$ 9.20	$ 9.20
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock shares issued, including redemption of shares	35,000,000	35,000,000
Common stock shares outstanding including redemption of shares	35,000,000	35,000,000
Class A Common Stock | Initial Public Offering
Class Of Stock [Line Items]
Warrant price per share | $ / shares	$ 11.50	$ 11.50
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,750,000	8,750,000
Common stock, shares outstanding	8,750,000	8,750,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Founder Shares
Class Of Stock [Line Items]
Number of shares to be forfeited if overallotment option is not exercised		1,312,500

Income Tax - Summary of Net Def

Income Tax - Summary of Net Deferred Tax Assets (Details)	Jun. 30, 2021USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 385,893
Net operating loss carryforward	50,244
Total deferred tax asset	436,137
Valuation allowance	(436,137)
Deferred tax asset, net of allowance

Income Tax - Summary of Income

Income Tax - Summary of Income Tax Provision (Details)	5 Months Ended
	Jun. 30, 2021USD ($)
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Federal - Current	$ 0
Federal - Deferred	(436,137)
State - Current	0
State - Deferred	0
Change in valuation allowance	436,137
Income tax provision	$ 0

Income Tax - Schedule of Reconc

Income Tax - Schedule of Reconciliation of Federal Income Tax Rate to the Effective Income Tax Rate (Details)	5 Months Ended
	Jun. 30, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liabilities	(18.40%)
Non-deductible transaction costs	(0.80%)
Change in valuation allowance	(1.80%)
Income tax provision	0.00%

Income Tax - Additional Informa

Income Tax - Additional Information (Details)	5 Months Ended
	Jun. 30, 2021USD ($)
Income Tax Disclosure [Line Items]
Change in valuation allowance	$ 436,137
Domestic Tax Authority
Income Tax Disclosure [Line Items]
Operating loss carryforwards available to ofset future taxable income	50,244
State and Local Jurisdiction
Income Tax Disclosure [Line Items]
Operating loss carryforwards available to ofset future taxable income	$ 50,244

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	Jun. 30, 2021USD ($)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Assets held in trust account	$ 350,005,400
Public Warrants
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Transfers from Level 3 to Level 1	16,800,000
Money Market Funds
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Assets held in trust account	$ 350,005,400

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring	Jun. 30, 2021USD ($)
Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund
Assets:
Assets	$ 350,005,400
Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund | Level 1
Assets:
Assets	350,005,400
Public Warrants
Liabilities:
Warrant liability	29,633,334
Public Warrants | Level 1
Liabilities:
Warrant liability	29,633,334
Private Placement Warrants
Liabilities:
Warrant liability	18,533,334
Private Placement Warrants | Level 3
Liabilities:
Warrant liability	$ 18,533,334

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Unobservable Inputs Used in Monte Carlo Simulation Model to Value Public Warrants at Date of Initial Public Offering and Black-Scholes Model to Measure Private Warrant Liabilities Within Level 3 (Details) - Level 3	Jun. 30, 2021$ / shares
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair value of warrants	$ 2.54
Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair value of warrants	$ 2.78
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	10.37
Strike Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	11.50
Term (in years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	5.3
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	32
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	0.92
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement Input	0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Level 3 - Private Placement Warrants	3 Months Ended
	Jun. 30, 2021USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Initial measurement at March 26, 2021	$ 10,200,000
Change in value inputs or other assumptions	8,333,334
Fair value as of June 30, 2021	$ 18,533,334