Greenfire Resources 10-Q 6 Dec 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Sep. 30, 2021	Dec. 06, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Document Fiscal Year Focus	2021
Entity Registrant Name	M3-Brigade Acquisition III Corp.
Entity Central Index Key	0001856589
Entity File Number	001-40946
Entity Tax Identification Number	86-3185502
Entity Interactive Data Current	Yes
Entity Current Reporting Status	No
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1700 Broadway, 19th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Local Phone Number	202-2200
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable public warrant
Trading Symbol	MBSC.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MBSC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		30,000,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	MBSC WS
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000

BALANCE SHEET

BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 27,000
Deferred offering costs	214,614
Total current assets	241,614
Total Assets	241,614
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Expenses	27,390
Due to affiliate	192,374
Total Liabilities	219,764
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	24,281
Accumulated deficit	(3,150)
Total Stockholders' Equity	21,850
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	241,614
Common Class A [Member]
Stockholders' Equity:
Common Stock	0
Common Class B [Member]
Stockholders' Equity:
Common Stock	$ 719	[1]
[1]	Includes an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	6 Months Ended
	Sep. 30, 2021	Oct. 21, 2021	Sep. 07, 2021
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock par or stated value per share	$ 0.0001
Common stock shares authorized	500,000,000
Common stock shares issued	0
Common stock shares outstanding	0
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001
Common stock shares authorized	50,000,000
Common stock shares issued	7,187,500
Common stock shares outstanding	7,187,500	7,503,750	7,187,500
Common Class B [Member] | Over-Allotment Option [Member]
Common shares subject to forfeiture	937,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	6 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs		$ 0	$ 3,150
Loss from Operations		0	(3,150)
Net loss		$ 0	$ (3,150)
Weighted average number of common shares outstanding, basic and diluted	[1]	6,250,000	6,250,000
Basic and diluted net loss per common share		$ 0	$ 0
[1]	Includes an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - shares	Sep. 30, 2021	Sep. 30, 2021
Common Class B [Member] | Over-Allotment Option [Member]
Weighted average number of shares common stock subject to repurchase or cancellation	937,500	937,500

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Class B [Member]Common Stock [Member]
Beginning balance at Mar. 24, 2021		$ 0	$ 0	$ 0	$ 0
Beginning balance , Shares at Mar. 24, 2021					0
Sale of Class B common stock to initial stockholders	[1]	25,000	24,281	0	$ 719
Sale of Class B common stock to initial stockholders , Shares	[1]				7,187,500
Net loss		0	0	(3,150)	$ 0
Ending Balance at Jun. 30, 2021		21,850	24,281	(3,150)	$ 719
Ending balance , Shares at Jun. 30, 2021					7,187,500
Beginning balance at Mar. 24, 2021		0	0	0	$ 0
Beginning balance , Shares at Mar. 24, 2021					0
Net loss		(3,150)
Ending Balance at Sep. 30, 2021		21,850	24,281	(3,150)	$ 719
Ending balance , Shares at Sep. 30, 2021					7,187,500
Beginning balance at Jun. 30, 2021		21,850	24,281	(3,150)	$ 719
Beginning balance , Shares at Jun. 30, 2021					7,187,500
Net loss		0	0	0	$ 0
Ending Balance at Sep. 30, 2021		$ 21,850	$ 24,281	$ (3,150)	$ 719
Ending balance , Shares at Sep. 30, 2021					7,187,500
[1]	Includes an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	6 Months Ended
	Sep. 30, 2021shares
Common Class B [Member] | Over-Allotment Option [Member]
Common shares subject to forfeiture	937,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ 0	$ 0	$ (3,150)
Adjustment to reconcile net loss to net cash used in operating activities:
Accrued expenses			3,150
Net cash used in operating activities			0
Cash Flows from Financing Activities
Cash advance from affiliate			27,000
Net cash used in financing activities			27,000
Net Change in cash			27,000
Cash—Beginning of period		$ 0	0
Cash—End of period	$ 27,000		27,000
Non-cash financing transactions:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock			25,000
Deferred offering costs paid by related party			$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN	6 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1— DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN M3-Brigade The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from March 25, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on October 21, 2021. On October 26, 2021, the Company consummated the upsized Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of an aggregate of 7,526,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant (the “Private Placement”) to M3-Brigade Following the closing of the Initial Public Offering on October 26, 2021, an amount of $303,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account, as defined below. The funds held in the Trust Account, as defined below, may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity 470-20, Debt – Debt with Conversion and Other Options 480-10-S99. paid-in 3a51-1 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act, will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within 12 months from the closing of the Initial Public Offering (assuming the Sponsor does not exercise its option to extend the period of time the Company will have to complete an initial Business Combination, as outlined below) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have 12 months from the closing of the Initial Public Offering to complete a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering, the time period to complete a Business Combination can be extended in two ways: (i) the Sponsor can extend the time period to complete a Business Combination up to four times, each by an additional 3 months (for a total of up to 24 months to complete a Business Combination from the closing of the Initial Public Offering), subject to the deposit of funds into the Trust Account, and the Company’s stockholders will not be entitled to vote on or redeem their shares in connection with any such extension and (ii) the Company’s stockholders can vote at any time to amend the Certificate of Incorporation to modify the amount of time the Company has to complete a Business Combination. The time period the Company has to complete a Business Combination, as it may be extended as described herein, is referred to as the combination period (the “Combination Period”). Pursuant to the terms of the Certificate of Incorporation, in order to extend the period of time to consummate an initial business combination in such a manner, upon no less than five days’ advance notice prior to the applicable deadline, an additional $1,696,500 (or $1,950,000 if the underwriter’s If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) such lesser 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 and working capital, 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 underwriter Liquidity and Management’s Plan As of September 30, 2021, and prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time. The Company has since completed its Initial Public Offering in October 2021 as described above and had $303,000,000 in the Trust Account and $3,062,079 of Going Concern one-year Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 COVID-19

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the period from March 25, 2021 (inception) through September 30, 2021. The results of operations for the period from March 25, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. 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 Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $27,000 in cash and no cash equivalents at September 30, 2021. Deferred Offering Costs Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, will be charged to additional paid in capital upon completion of the Initial Public Offering or charged to operations if the Initial Public Offering is not completed. At September 30, 2021, the Company had deferred offering costs of $214,614 . The Company complies with the requirements of the ASC 340-10-S99-1, Other Assets and Deferred Costs “Expenses of Offering” Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from March 25, 2021 (inception) through September 30, 2021 and for the period from June 30, 2021 through September 30, 2021. The Company’s deferred tax assets were deemed to be de minimis as of September 30, 2021. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter Class A common stock subject to possible redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging re-valued non-current net-cash Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Sep. 30, 2021
Equity [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3— INITIAL PUBLIC OFFERING Subsequent to September 30, 2021, pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Sep. 30, 2021
Equity [Abstract]
PRIVATE PLACEMENT	NOTE 4— PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement to the Sponsor and Cantor of an aggregate of an aggregate of 7,526,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant totaling $11,290,000. 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 was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTIES

RELATED PARTIES	6 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 5— RELATED PARTIES Founder Shares In April, 2021, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On September 7, 2021, the Company effected a reverse stock split of 0.625 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding 7,187,500 founder shares. On October 21, 2021, the Company effected a stock dividend of .044 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding 7,503,750 Founder Shares. Following the stock dividend, the Founder Shares included an aggregate of up to 978,750 shares that were subject to forfeiture to the extent that the underwriter’s as-converted underwriter’s In connection with the consummation of this offering, the Company entered into a forward purchase agreement with M3-Brigade The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (A) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On April 12, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 the Company had $ in outstanding borrowings due to affiliate. The outstanding balance is an interest-free advance from a related party which will be repaid at the close of the Initial Public Offering.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	NOTE 6— COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriter a 45- day option from the date of Initial Public Offering to purchase up to 3,915,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter’s over-allotment was exercised in part as part of the Initial Public Offering, with the underwriter purchasing The underwriter was underwriter r

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7— STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — underwriter’s underwriter’s Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one as-converted Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating thereto until the warrants expire or, in the case of Public Warrants only, are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption for Public Warrants. • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the last reported sale price of the Class common stock has been at least $ 18.00 10 20-trading The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreements. In determining whether to require all holders to exercise their Public Warrants on a “cashless basis”, the Company’s management will consider, among other factors, its cash position, the number of Public Warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of Class A common stock issuable upon the exercise of the Public Warrants. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A common stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of the Class A common stock over the exercise price of the Public Warrants by (y) the “fair market value.” Solely for purposes of this paragraph, the “fair market value” means the volume-weighted average last reported sale price of the Class A common stock as reported for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price of less than $9.20 per share of Class A common stock (with such issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (y) the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination and the Newly Issued Price and, in the case of Public Warrants only, the $18.00 per share redemption trigger price described under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units that were sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable Neither the Private Placement Warrants nor Public Warrants contain any provisions that change depending upon the characteristics of the holder of the warrant. The warrant agreements contain a provision wherein warrant holders can receive an alternative issuance, including as a result of a tender offer that constitutes a change of control.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	N On October 26, 2021, pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable public 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 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement to the Sponsor and Cantor of an aggregate of an aggregate of 7,526,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant totaling $11,290,000. 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. The Company evaluated events and transactions that occurred after the balance sheet date up to December 6, 2021, the date that the financial statements were issued. Based upon this review, outside of the Initial Public Offering and related transactions, the Company did not identify any events that would have required adjustment to or disclosure in the financial statements, other than completion of the IPO.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021 and its results of operations and cash flows for the period from March 25, 2021 (inception) through September 30, 2021. The results of operations for the period from March 25, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021.
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
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash	Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $27,000 in cash and no cash equivalents at September 30, 2021.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, will be charged to additional paid in capital upon completion of the Initial Public Offering or charged to operations if the Initial Public Offering is not completed. At September 30, 2021, the Company had deferred offering costs of $214,614 . The Company complies with the requirements of the ASC 340-10-S99-1, Other Assets and Deferred Costs “Expenses of Offering”
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from March 25, 2021 (inception) through September 30, 2021 and for the period from June 30, 2021 through September 30, 2021. The Company’s deferred tax assets were deemed to be de minimis as of September 30, 2021.
Net Loss per Common Share	Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging re-valued non-current net-cash
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Additional Information (Detail) - USD ($)	Oct. 26, 2021	Sep. 30, 2021	Sep. 30, 2021	Oct. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Entity incorporation date of incorporation			Mar. 25, 2021
Redemption value per share		$ 10.10	$ 10.10
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Period To complete business combination from closing of the Initial Public Offering		12 months
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%	100.00%
Lock In Period For Redemption Of Public Shares After Closing Of IPO		12 months
Total Period To Complete Business Combination From Closing Of The Initial Public Offering Including Extended Period		24 months
Additional Amount Per Extension Must Be Deposited Into Trust Account On Or Before Applicable Deadline		$ 1,696,500
Expenses payable on dissolution		100,000	$ 100,000
Cash		$ 27,000	$ 27,000
Sponser [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Extended Period To Complete Business Combination From Closing Of The Initial Public Offering		3 months
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prospective assets of acquiree as a percentage of fair value of assets in the trust account		80.00%	80.00%
Equity method investment, Ownership percentage		50.00%	50.00%
Per unit sold amount in the initial public offering including proceeds from warrants will be held in trust		$ 10.10
Value per share to be maintained in the trust account		$ 10.10	$ 10.10
Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments	$ 303,000,000
Per share value of restricted assets	$ 10.10
Term of restricted investments	185 days
Cash				$ 303,000,000
Working Capital				$ 3,062,079
IPO [Member] | Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares new issues	30,000,000
Proceeds from issuance initial public offering	$ 300,000,000
Private Placement [Member] | Subsequent Event [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Warrants issued during period	7,526,667
Warrants issue price per share	$ 1.50
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Additional Amount Per Extension Must Be Deposited Into Trust Account On Or Before Applicable Deadline		$ 1,950,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail)	Sep. 30, 2021USD ($)shares	Sep. 30, 2021USD ($)shares
Accounting Policies [Line Items]
Cash	$ 27,000	$ 27,000
Cash Equivalents at carrying value	0	0
Deferred offering costs	214,614	214,614
Unrecognized tax benefits	0	0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 0	0
Dilutive securities | shares	0
Federal depository insurance coverage amount	$ 250,000	$ 250,000
Common Class B [Member] | Over-Allotment Option [Member]
Accounting Policies [Line Items]
Weighted average number of shares common stock subject to repurchase or cancellation | shares	937,500	937,500

INITIAL PUBLIC OFFERING - Addi

INITIAL PUBLIC OFFERING - Additional Information (Detail) - Subsequent Event [Member]	Oct. 26, 2021$ / sharesshares
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Number of shares issued upon exercise of warrant	1
Exercise price of warrant  | $ / shares	$ 11.50
IPO [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues	30,000,000
Shares issued price per share | $ / shares	$ 10
IPO [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants included in Unit	0.33333
IPO [Member] | Common Class A [Member]
Class of Stock [Line Items]
Number of shares included in Unit	1

PRIVATE PLACEMENT - Additional

PRIVATE PLACEMENT - Additional Information (Detail) - USD ($)	Oct. 26, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Number of days warrants will not transfer assign or sell after the completion of the initial business combination		30 days
Private Placement Warrants [Member] | Subsequent Event [Member] | Common Class A [Member]
Class of Stock [Line Items]
Number of shares issued upon exercise of warrant	1
Exercise price of warrant	$ 11.50
Private Placement Warrants [Member] | Subsequent Event [Member] | Private Placement [Member]
Class of Stock [Line Items]
Warrants issued during period	7,526,667
Warrants issue price per share	$ 1.50
Proceeds from issuance of warrants	$ 11,290,000

RELATED PARTIES - Additional I

RELATED PARTIES - Additional Information (Detail)	Oct. 26, 2021shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 07, 2021shares	Apr. 30, 2021USD ($)shares	Oct. 21, 2021$ / sharesshares	Apr. 04, 2021USD ($)
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value | $						$ 250,000
Notes payable to related party classified as current | $		$ 0
Working Capital Loans [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument face value | $		$ 1,500,000
Debt instrument conversion price per share | $ / shares		$ 1.50
Due to Related Parties | $		$ 192,374
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares issued for services				11,500,000
Stock issued during the period for services value | $				$ 25,000
Stockholders equity reverse stock split ratio			0.625
Common stock shares outstanding		7,187,500	7,187,500		7,503,750
Dividends common stock stock per share | $ / shares					$ 0.044
Common Stock Subject to Forfeiture		937,500
Sale of Stock, Percentage of Ownership after Transaction		20.00%
Common Class B [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common Stock Subject to Forfeiture		978,750
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Sale of Stock, Percentage of Ownership after Transaction		20.00%
Common Class B [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Stock forfeiture during the period shares	3,750
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding		0
Common Class A [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Minimum holding period for transfer, assignment or sale of Founder Shares		1 year
Share price | $ / shares		$ 12
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Common Class A [Member] | Forward Purchase Affiliate [Member]
Related Party Transaction [Line Items]
Common stock shares subscribed but unissued		40,000,000
Shares issued price per share | $ / shares		$ 10

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details)	Oct. 26, 2021USD ($)$ / sharesshares
Other Commitments [Line Items]
Aggregate cash underwriting discount payable | $	$ 5,220,000
Underwriters deferred fee payable | $	$ 14,280,000
Underwriting Agreement [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Additional Units that can be purchased to cover over-allotments	3,900,000
Underwriters deferred fee payable per unit | $ / shares	$ 0.65
Underwriting Agreement [Member] | IPO [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Cash underwriting discount payable per unit	0.20
Underwriting Agreement [Member] | Initial Public Offerng Subject to Over Allotment Option [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Cash underwriting discount payable per unit	0.17

STOCKHOLDERS' EQUITY - Addition

STOCKHOLDERS' EQUITY - Additional Information (Detail) - $ / shares	Sep. 30, 2021	Sep. 30, 2021	Oct. 21, 2021	Sep. 07, 2021
Class of Stock [Line Items]
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Public Warrants [Member]
Class of Stock [Line Items]
Number of days after which the warrants are exercisable from the consummation of initial business combination	30 days
Number of days after which the warrants are exercisable from the closing of initial public offering		12 months
Class of warrants or rights term	5 years	5 years
Number of days within within the securities shall be registered with the securities exchange commission from the consummation of initial business combination	20 days
Number of days within which the securities registration shall be made effective from the consummation of initial business combination	60 days
Class of warrants or rights redemption price per unit	$ 0.01	$ 0.01
Minimum notice period to be given to the holders of warrant prior to redemption	30 days
Public Warrants [Member] | Warrants Redemption Class A Common Stock Equals Or Exceeds Eighteen Dollars Per Share [Member]
Class of Stock [Line Items]
Share price	$ 18	18
Number of trading days for determining the share price	10 days
Number of consecutive trading days for determining the share price	20 days
Public Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member]
Class of Stock [Line Items]
Target share price of warrants or rights for redemption	$ 18	$ 18
Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of days after which the warrants are exercisable from the consummation of initial business combination	30 days
Conversion Of Class B To Class A Common Stock [Member]
Class of Stock [Line Items]
Percentage of common stock issued and outstanding	20.00%	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	500,000,000	500,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares voting rights	one
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Common Class A [Member] | Additional Offering [Member]
Class of Stock [Line Items]
Trading day period to calculate volume weighted average trading price	20 days
Common Class A [Member] | Maximum [Member] | Additional Offering [Member]
Class of Stock [Line Items]
Share price	$ 9.20	$ 9.20
Volume weighted average price per share	$ 9.20	$ 9.20
Common Class A [Member] | Minimum [Member] | Additional Offering [Member]
Class of Stock [Line Items]
Percentage of aggregate gross proceeds of issuance available for funding of business combination	60.00%
Common Class A [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member]
Class of Stock [Line Items]
Percentage of warrant exercise price adjusted to price received in new issuance	115.00%	115.00%
Common Class A [Member] | Public Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold Two [Member]
Class of Stock [Line Items]
Percentage of warrant exercise price adjusted to price received in new issuance	180.00%	180.00%
Common Class A [Member] | Sponsor [Member]
Class of Stock [Line Items]
Share price	$ 12	$ 12
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	50,000,000	50,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares voting rights	one
Common stock shares issued	7,187,500	7,187,500
Common stock shares outstanding	7,187,500	7,187,500	7,503,750	7,187,500
Common stock were subject to forfeiture	937,500	937,500
Sale of stock, percentage of ownership after transaction	20.00%
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Sale of stock, percentage of ownership after transaction	20.00%

SUBSEQUENT EVENTS - Additional

SUBSEQUENT EVENTS - Additional Information (Detail) - Subsequent Event [Member] - Common Class A [Member]	Oct. 26, 2021USD ($)$ / sharesshares
Private Placement Warrant [Member]
Subsequent Event [Line Items]
Stock issued during period, Shares | shares	7,526,667
Shares issued price per share	$ 1.50
Class of warrant or right, Exercise price of warrants or rights	$ 11.50
Proceeds from issuance of warrants | $	$ 11,290,000
Public Warrant [Member]
Subsequent Event [Line Items]
Stock issued during period, Shares | shares	30,000,000
Shares issued price per share	$ 10
Conversion of stock description	Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).