Glenfarne Merger (GGMC) 10-Q13 Aug 212021 Q2 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2021	Aug. 10, 2021
Document Information Line Items
Entity Registrant Name	Glenfarne Merger Corp.
Trading Symbol	GGMC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001818880
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40245
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1535392
Entity Address, Address Line One	292 Madison Avenue
Entity Address, Address Line Two	19th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	500-5454
Title of 12(b) Security	Common stock included as part of the units
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		28,109,347
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,813,566

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 954,386	$ 7,000
Prepaid expenses	1,306,774
Total current assets	2,261,160	7,000
Investments held in Trust Account	272,538,865
Deferred offering costs		282,610
Total Assets	274,800,025	289,610
Current liabilities:
Accounts payable	82,347	21,437
Accrued expenses	110,467	250,000
Franchise tax payable	101,968	1,993
Total current liabilities	294,782	273,430
Deferred underwriting commissions in connection with the initial public offering	9,538,992
Derivative warrant liabilities	11,329,660
Total liabilities	21,163,434	273,430
Commitments and Contingencies
Class A common stock, $0.0001 par value; 24,863,659 and -0- shares subject to possible redemption at $10 per share as of June 30, 2021 and December 31, 2020, respectively	248,636,590
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	3,762,630	24,281
Retained earnings (accumulated deficit)	1,236,364	(8,820)
Total stockholders' equity	5,000,001	16,180
Total Liabilities and Stockholders' Equity	274,800,025	289,610
Class A Common Stock
Stockholders' Equity:
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,245,688 and -0- shares issued and outstanding (excluding 24,863,659 and -0- shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively	325
Class B Common Stock
Stockholders' Equity:
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,813,566 and 7,187,500 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	$ 682	$ 719

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, share (in Dollars)	$ 24,863,659	$ 0
Subject to possible redemption, per share (in Dollars per share)	$ 10	$ 10
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	3,245,688	0
Common stock, shares outstanding	3,245,688	0
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,813,566	7,187,500
Common stock, shares outstanding	6,813,566	7,187,500

Condensed Statements Of Operati

Condensed Statements Of Operations - USD ($)	3 Months Ended	6 Months Ended
Condensed Statements Of Operations - USD ($)	Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
General and administrative expenses	$ 332,413	$ 434,416
General and administrative expenses - related party	30,000	40,000
Franchise tax expenses	49,315	99,975
Loss from operations	(411,728)	(574,391)
Other income (expense)
Change in fair value of derivative warrant liabilities	2,155,580	2,591,150
Offering costs associated with derivative warrant liabilities	(55,790)	(767,820)
Loss from investments held in Trust Account	(3,755)	(3,755)
Income before income taxes	1,684,307	1,245,184
Income tax expense
Net income	$ 1,684,307	$ 1,245,184
Weighted average shares outstanding of redeemable Class A common stock (in Shares)	26,783,592	26,623,069
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share)	$ 0	$ 0
Weighted average shares outstanding of non-redeemable Class A and Class B common stock (in Shares)	7,541,570	6,939,629
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share)	$ 0.22	$ 0.18

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ equity (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2020		$ 719	$ 24,281	$ (8,820)	$ 16,180
Balance (in Shares) at Dec. 31, 2020		7,187,500
Sale of Units in initial public offering, less fair value of derivative warrant liabilities	$ 2,500		237,580,830		237,583,330
Sale of Units in initial public offering, less fair value of derivative warrant liabilities (in Shares)	25,000,000
Sale of Private Placement Units, less fair value of derivative warrant liabilities	$ 81		7,673,319		7,673,400
Sale of Private Placement Units, less fair value of derivative warrant liabilities (in Shares)	810,000
Offering costs			(13,613,381)		(13,613,381)
Class A common stock subject to possible redemption	$ (2,262)		(226,218,138)		(226,220,400)
Class A common stock subject to possible redemption (in Shares)	(22,622,040)
Net income loss				(439,123)	(439,123)
Balance at Mar. 31, 2021	$ 319	$ 719	5,446,911	(447,943)	5,000,006
Balance (in Shares) at Mar. 31, 2021	3,187,960	7,187,500
Sale of Units in initial public offering, less fair value of derivative warrant liabilities	$ 225		21,527,975		21,528,200
Sale of Units in initial public offering, less fair value of derivative warrant liabilities (in Shares)	2,254,262
Sale of Private Placement Units, less fair value of derivative warrant liabilities	$ 5		387,725		387,730
Sale of Private Placement Units, less fair value of derivative warrant liabilities (in Shares)	45,085
Offering costs			(1,184,052)		(1,184,052)
Forfeiture of Class B common stock		$ (37)	37
Forfeiture of Class B common stock (in Shares)		(373,934)
Class A common stock subject to possible redemption	$ (224)		(22,415,966)		(22,416,190)
Class A common stock subject to possible redemption (in Shares)	(2,241,619)
Net income loss				1,684,307	1,684,307
Balance at Jun. 30, 2021	$ 325	$ 682	$ 3,762,630	$ 1,236,364	$ 5,000,001
Balance (in Shares) at Jun. 30, 2021	3,245,688	6,813,566

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	6 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,245,184
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(2,591,150)
Offering costs associated with derivative warrant liabilities	767,820
Loss from investments held in Trust Account	3,755
Changes in operating assets and liabilities:
Prepaid expenses	(1,306,774)
Accrued expenses	40,467
Accounts payable	60,910
Franchise tax payable	99,975
Net cash used in operating activities	(1,679,813)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(272,542,620)
Net cash used in investing activities	(272,542,620)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(97,250)
Proceeds from note payable to related party	30,000
Proceeds received from initial public offering	272,542,620
Proceeds received from private placement	8,550,850
Offering costs paid	(5,856,401)
Net cash provided by financing activities	275,169,819
Net increase in cash	947,386
Cash - beginning of the period	7,000
Cash - end of the period	954,386
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	70,000
Offering costs paid by related party under promissory note	67,250
Reversal of accrued expenses	250,000
Deferred underwriting commissions in connection with the initial public offering	9,538,992
Initial value of Class A common stock subject to possible redemption	225,842,730
Change in value of Class A common stock subject to possible redemption	$ 22,793,860

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Glenfarne Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on June 16, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from June 16, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Glenfarne Sponsor, LLC, a Delaware corporation (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 18, 2021. On , the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units offered in the Initial Public Offering, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions (see Note 5). The Company granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of Upon the closing of the Initial Public Offering and the Private Placement, $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially, $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (as defined in Note 4) prior to the Initial Public Offering (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 23, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00, or less under certain circumstances. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $954,000 in its operating bank account and working capital of approximately $2.1 million (not taking into account approximately $101,000 in tax obligations that may be paid using investment income earned in the Trust Account). The Company’s liquidity needs through June 30, 2021 were satisfied through a payment of $25,000 from the Sponsor to purchase the Founder Shares, the loan of approximately $97,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account of $3.1 million. The Company repaid the Note (as defined in Note 4) in full on March 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants (each as defined below) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the initial Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants, and the fair value of the Private Placement Warrants are measured using a Monte Carlo simulation model. The Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A 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, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, 24,863,659 Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B Common Stock outstanding for the periods. Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ - $ - Less: Company's portion available to be withdrawn to pay taxes - - Net income attributable $ - $ - Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 26,783,592 26,623,069 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net income (loss) $ 1,684,307 $ 1,245,184 Net income allocable to Class A common stock - - Net income (loss) attributable $ 1,684,307 $ 1,245,184 Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 7,541,570 6,939,629 Basic and diluted net loss per share, Class B common stock $ 0.22 $ 0.18 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). 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. 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 and December 31, 2020. 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 as of June 30, 2021 and December 31, 2020. 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On , the Company consummated its Initial Public Offering of Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each 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).

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares In July 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In January 2021, the Sponsor forfeited 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock outstanding. The initial stockholders agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares). On April 16, 2021, the underwriters notified the Company of their partial exercise of the over-allotment option, and on April 20, 2021, purchased an additional 2,254,262 additional Units; thus, 373,934 shares of Class B common stock were forfeited. The initial stockholders 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 the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalization, stock dividends, rights issuances, subdivisions 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 following the completion of the initial Business Combination on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their Class A common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $8.1 million. Simultaneously with the closing of the Over-Allotment on April 20, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of the 45,085 Additional Private Placement Units at $10.00 per Additional Private Placement Unit, generating additional gross proceeds of approximately $451,000. Each whole private placement warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units 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 Private Placement Units and the underlying securities will expire 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 Units (including the Private Placement Shares, the Private Placement Warrants and Class A common stock issuable upon exercise of such warrants) until 30 days after the completion of the initial Business Combination. Related Party Loans On July 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 23, 2021, the Company had borrowed approximately $97,000 under the Note. The Company repaid the Note in full on March 26, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. 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. As of June 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay an affiliate of the Sponsor $10,000 per month for office space and administrative and shared personnel support services. For the three and six months ended June 30, 2021, the Company incurred expenses of $30,000 and $40,000 under this agreement, respectively. As of June 30, 2021, the Company had $40,000 outstanding for services in connection with such agreement on the accompanying condensed balance sheets. There were no outstanding balance at December 31, 2020. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units (including securities contained therein) and the units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Units and units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and stockholder rights agreement signed upon the consummation of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights for sale under the Securities Act. In addition, the holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company would not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering and over-allotment. An additional fee of $0.35 per unit, or approximately $9.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock there were 3,245,688 shares of Class A common stock outstanding, excluding 24,863,659 shares of Class A common stock subject to possible redemption, that were classified as temporary equity in the accompanying condensed balance sheets. There were no shares of Class A common stock issued and outstanding at December 31, 2020. Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Class A common stock and Class B common stock issued and outstanding upon completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), plus (ii) the sum of (a) the total number of shares of the Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding any shares of the Class A common stock or equity-linked securities exercisable for or convertible into shares of the Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and any Private Placement Units issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. In no event will the shares of the Class B common stock convert into shares of Class A common stock at a rate of less than one to one.

Warrants

Warrants	6 Months Ended
Warrants	Jun. 30, 2021
Debt Disclosure [Abstract]
Warrants	Note 7—Warrants As of June 30, 2021, the Company had 9,084,753 Public Warrants and 315,085 Private Placement Warrants outstanding. There were no warrants outstanding at December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per whole share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, If (x) the Company issues additional shares of the 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 the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except 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; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units 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 and may be exercised on a cashless basis, in each case so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury securities $ 272,538,865 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 9,902,380 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 349,740 $ - As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in May 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement at the same time as Public Warrants, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. The Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2021. The initial fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants are measured at fair value using a Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units in May 2021, the Public Warrants’ listed price in an active market was used as the fair value. The estimated fair value of the Private Placement Warrants, and the Public Warrants, prior to Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Initial Fair March 31, April 20, June 30, Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 9.50 $ 9.54 $ 9.54 $ 9.65 Volatility 22.9 % 22.3 % 19.0 % 15.9 % Term 6.5 6.5 6.4 6.2 Risk-free rate 1.18 % 1.28 % 1.12 % 1.07 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 12,843,270 Change in fair value of derivative warrant liabilities (435,570 ) Derivative warrant liabilities at March 31, 2021 $ 12,407,700 Issuance of Public and Private Warrants - over-allotment 1,077,540 Transfer of Public Warrants to Level 1 (13,014,420 ) Transfer of Private Warrants to Level 2 (470,820 ) Change in fair value of derivative warrant liabilities - Derivative warrant liabilities at June 30, 2021 $ -

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date through the date condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 the FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the condensed balance sheets.
Fair Value Measurement	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants (each as defined below) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the initial Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants, and the fair value of the Private Placement Warrants are measured using a Monte Carlo simulation model. The Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A 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, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, 24,863,659
Net Income (Loss) Per Common Share	Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B Common Stock outstanding for the periods. Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ - $ - Less: Company's portion available to be withdrawn to pay taxes - - Net income attributable $ - $ - Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 26,783,592 26,623,069 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net income (loss) $ 1,684,307 $ 1,245,184 Net income allocable to Class A common stock - - Net income (loss) attributable $ 1,684,307 $ 1,245,184 Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 7,541,570 6,939,629 Basic and diluted net loss per share, Class B common stock $ 0.22 $ 0.18
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). 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. 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 and December 31, 2020. 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 as of June 30, 2021 and December 31, 2020. 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share of common stock	For the For the Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ - $ - Less: Company's portion available to be withdrawn to pay taxes - - Net income attributable $ - $ - Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 26,783,592 26,623,069 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net income (loss) $ 1,684,307 $ 1,245,184 Net income allocable to Class A common stock - - Net income (loss) attributable $ 1,684,307 $ 1,245,184 Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 7,541,570 6,939,629 Basic and diluted net loss per share, Class B common stock $ 0.22 $ 0.18

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of valuation techniques	Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury securities $ 272,538,865 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 9,902,380 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 349,740 $ -
Schedule of Level 3 fair value measurements inputs at their measurement date	Initial Fair March 31, April 20, June 30, Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 9.50 $ 9.54 $ 9.54 $ 9.65 Volatility 22.9 % 22.3 % 19.0 % 15.9 % Term 6.5 6.5 6.4 6.2 Risk-free rate 1.18 % 1.28 % 1.12 % 1.07 %
Schedule of derivative warrant liabilities	Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 12,843,270 Change in fair value of derivative warrant liabilities (435,570 ) Derivative warrant liabilities at March 31, 2021 $ 12,407,700 Issuance of Public and Private Warrants - over-allotment 1,077,540 Transfer of Public Warrants to Level 1 (13,014,420 ) Transfer of Private Warrants to Level 2 (470,820 ) Change in fair value of derivative warrant liabilities - Derivative warrant liabilities at June 30, 2021 $ -

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	Apr. 20, 2021	Apr. 16, 2021	Mar. 23, 2021	Jun. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting commissions			$ 8,800,000
Additional units of shares issued (in Shares)		810,000
Additional units of shares issued (in Shares)	2,254,262
Gross proceeds	$ 22,500,000
Deferred underwriting fees		$ 789,000
Price per unit (in Dollars per share)	$ 10		$ 10
Gross proceeds				$ 8,550,850
Proceeds from issuance initial public offering				$ 272,542,620
Fair market value in the trust account, percentage				80.00%
Business combination				(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially, $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
Aggregate of public shares, percentage				15.00%
Redemption of public shares, percentage				100.00%
Business combination, description				If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 23, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Dissolution expenses				$ 100,000
Per share price (in Dollars per share)				$ 10
Trust account, description				In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Operating bank account				$ 954,000
Working capital				2,100,000
Investment income earned in trust account				101,000
Liquidity cost				25,000
Purchase of founder shares				97,000
Asset held in trust account				$ 3,100,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated of shares (in Shares)			25,000,000
Price per unit (in Dollars per share)			$ 10
Generating gross proceeds			$ 250,000,000
Offering cost			$ 14,300,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Additional units of shares issued (in Shares)			3,750,000
Additional offering costs	$ 1,200,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated of shares (in Shares)				810,000
Price per unit (in Dollars per share)		$ 10		$ 10
Generating gross proceeds				$ 8,100,000
Additional consummated of shares (in Shares)	45,085
Price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 451,000
Proceeds from issuance initial public offering	$ 250,000,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities				50.00%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2021USD ($)shares
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage limits \| $	$ 250,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Shares subject to possible redemption \| shares	24,863,659

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Class A Common Stock [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Income from investments held in Trust Account
Less: Company's portion available to be withdrawn to pay taxes
Net income attributable
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares)	26,783,592	26,623,069
Basic and diluted net income per share, Class A common stock (in Dollars per share)	$ 0	$ 0
Class B Common Stock [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 1,684,307	$ 1,245,184
Net income allocable to Class A common stock
Net income attributable	$ 1,684,307	$ 1,245,184
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares)	7,541,570	6,939,629
Basic and diluted net income per share, Class A common stock (in Dollars per share)	$ 0.22	$ 0.18

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2021	Apr. 20, 2021	Mar. 23, 2021
Regulated Operations [Abstract]
Number of initial public offering units (in Shares)			25,000,000
Sale of share per unit (in Dollars per share)		$ 10	$ 10
Gross proceeds			$ 250
Incurring offering costs			14.3
Deferred underwriting commissions			$ 8.8
Initial public offering shares description	Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each 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).

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended						3 Months Ended	6 Months Ended
Related Party Transactions (Details) - USD ($)	Apr. 20, 2021	Apr. 20, 2021	Mar. 23, 2021	Jan. 31, 2021	Jul. 31, 2020	Jul. 22, 2020	Jun. 30, 2021	Jun. 30, 2021	Apr. 16, 2021
Related Party Transactions (Details) [Line Items]
Administrative support services								$ 10,000
Founders shares percentage				20.00%
Additional units (in Shares)	2,254,262	2,254,262
Business combination description								The initial stockholders 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 the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalization, stock dividends, rights issuances, subdivisions 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 following the completion of the initial Business Combination on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Exercisable price (in Dollars per share)							$ 11.50	$ 11.50
Promissory note						$ 300,000
Proceeds from loans			$ 97,000
Working capital loan								$ 1,500,000
Incurred expenses							$ 30,000	40,000
Outstanding services								$ 40,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination price per share (in Dollars per share)							$ 10	$ 10
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeited of shares (in Shares)				937,500
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Consummated of share (in Shares)								810,000
Price per unit (in Dollars per share)							10	$ 10	$ 10
Generating gross proceeds								$ 8,100,000
Additional private placement units (in Shares)	45,085
Per unit (in Dollars per share)	$ 10
Additional gross proceeds	$ 451,000
Exercisable price (in Dollars per share)							$ 11.50	$ 11.50
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchase of shares (in Shares)					8,625,000
Par value per share					$ 0.0001
Administrative support services					$ 25,000
Forfeited of shares (in Shares)				1,437,500
Aggregate of common shares (in Shares)				7,187,500
Common stock remain subject to forfeiture (in Shares)		373,934

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2021USD ($)$ / shares
Commitments and Contingencies (Details) [Line Items]
Additional units per share \| $ / shares	$ 0.35
Deferred underwriting commission \| $	$ 9.5
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount per share \| $ / shares	$ 0.20
Aggregate amount of shares issued \| $	$ 5.5

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	6 Months Ended
Stockholders' Equity (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Initial business combination	The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Class A common stock and Class B common stock issued and outstanding upon completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), plus (ii) the sum of (a) the total number of shares of the Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding any shares of the Class A common stock or equity-linked securities exercisable for or convertible into shares of the Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and any Private Placement Units issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. In no event will the shares of the Class B common stock convert into shares of Class A common stock at a rate of less than one to one.
Converted basis, percentage	20.00%
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares authorized	200,000,000	200,000,000
Common stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares outstanding	3,245,688	0
Common stock shares subject to possible conversion	24,863,659
Common stock shares issued	3,245,688	0
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares authorized	20,000,000	20,000,000
Common stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares outstanding	6,813,566	7,187,500
Common stock shares issued	6,813,566	7,187,500

Warrants (Details)

Warrants (Details)	6 Months Ended
Warrants (Details)	Jun. 30, 2021$ / sharesshares
Warrants (Details) [Line Items]
Warrants exercise price	$ 11.50
Warrant expire term	5 years
Description of redemption of warrants	Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
Description of warrants	In addition, If (x) the Company issues additional shares of the 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 the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Business Combination [Member]
Warrants (Details) [Line Items]
Share price	$ 10
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding \| shares	9,084,753
Private Placement [Member]
Warrants (Details) [Line Items]
Warrants outstanding \| shares	315,085
Warrants exercise price	$ 11.50
Class A common stock [Member]
Warrants (Details) [Line Items]
Description of redemption of warrants	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except 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; and ●if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).
Class A common stock [Member] \| Business Combination [Member]
Warrants (Details) [Line Items]
Share price	$ 9.20

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques	Jun. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury securities	$ 272,538,865
Liabilities:
Derivative warrant liabilities - Public warrants	9,902,380
Derivative warrant liabilities - Private placement warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury securities
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private placement warrants	349,740
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury securities
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private placement warrants

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs at their measurement date - Fair Value, Inputs, Level 3 [Member] - $ / shares	3 Months Ended	4 Months Ended	6 Months Ended
	Mar. 31, 2021	Apr. 20, 2021	Jun. 30, 2021
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs at their measurement date [Line Items]
Exercise price	$ 11.50	$ 11.50	$ 11.50
Stock price	$ 9.54	$ 9.54	$ 9.65
Volatility	22.30%	19.00%	15.90%
Term	6 years 6 months	6 years 4 months 24 days	6 years 2 months 12 days
Risk-free rate	1.28%	1.12%	1.07%
Initial Fair Value [Member]
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs at their measurement date [Line Items]
Exercise price			$ 11.50
Stock price			$ 9.50
Volatility			22.90%
Term			6 years 6 months
Risk-free rate			1.18%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of derivative warrant liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurements (Details) - Schedule of derivative warrant liabilities [Line Items]
Derivative warrant liabilities at January 1, 2021	$ 12,407,700
Derivative warrant liabilities at March 31, 2021		12,407,700
Issuance of Public and Private Warrants		12,843,270
Issuance of Public and Private Warrants - over-allotment	1,077,540
Transfer of Public Warrants to Level 1	(13,014,420)
Transfer of Private Warrants to Level 2	(470,820)
Change in fair value of derivative warrant liabilities		$ (435,570)