Warrior Technologies Acquisition (WARR) 10-Q17 Nov 212021 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Nov. 16, 2021
Document Information [Line Items]
Entity Registrant Name	Warrior Technologies Acquisition Co
Entity Central Index Key	0001820209
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Current Reporting Status	No
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity File Number	001-40124
Entity Tax Identification Number	85-2180589
Entity Address, Address Line One	Warrior Technologies Acquisition Company
Entity Address, Address Line Two	400 W. Illinois
Entity Address, Address Line Three	Suite 1120
Entity Address, City or Town	Midland
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79701
City Area Code	432
Local Phone Number	818-0498
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Trading Symbol	WARR
Security Exchange Name	NYSE
Title of 12(b) Security	Class A common stock included as part of the units
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable Warrants
Document Information [Line Items]
Trading Symbol	WARR.WS
Security Exchange Name	NYSE
Title of 12(b) Security	Redeemable warrants included as part of the units
One Share of Class A Common Stock and One-half of One Redeemable Warrant
Document Information [Line Items]
Trading Symbol	WARR.U
Security Exchange Name	NYSE
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,054,753	$ 1,061
Prepaid expenses	453,920
Total current assets	1,508,673	1,061
Deferred offering costs		370,649
Cash held in Trust Account	276,000,000
Total Assets	277,508,673	371,710
Current liabilities:
Accounts payable	1,380	195,813
Accrued expenses	172,233	167,954
Note payable - related party		41,000
Franchise tax payable	47,371	2,643
Total current liabilities	220,984	407,410
Derivative warrant liabilities	19,458,000
Deferred underwriting commissions	9,660,000
Total liabilities	29,338,984	407,410
Commitments and Contingencies
Class A common stock subject to possible redemption; 27,600,000 and -0- shares at redemption value as of March 31, 2021 and December 31, 2020, respectively	276,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020
Additional paid-in capital		24,310
Accumulated deficit	(27,831,001)	(60,700)
Total stockholders' deficit	(27,830,311)	(35,700)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	277,508,673	371,710
Class B Common Stock
Stockholders' Deficit:
Class A common stock, $0.0001 par value; 100,000,000 shares authorized as of March 31, 2021 and December 31, 2020	$ 690	$ 690

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Feb. 25, 2021	Dec. 31, 2020	Sep. 21, 2020	Aug. 04, 2020
Preferred stock, par value per share	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Class A Common Stock
Common stock, shares subject to possible redemption, shares outstanding	27,600,000		0
Common stock, par value per share	$ 0.0001		$ 0.0001
Common stock, shares authorized	100,000,000		100,000,000
Common stock, shares, issued	27,600,000		0
Common stock, shares, outstanding	27,600,000		0
Class B Common Stock
Common stock, par value per share	$ 0.0001		$ 0.0001
Common stock, shares authorized	10,000,000		10,000,000
Common stock, shares, issued	6,900,000		6,900,000		8,625,000
Common stock, shares, outstanding	6,900,000	6,900,000	6,900,000	5,750,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS (Unaudited)	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS (Unaudited)	Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 48,829
Franchise tax expenses	46,474
Loss from operations	(95,303)
Offering costs associated with derivative liabilities	(743,650)
Net loss	(838,953)
Class A Common Stock
Net loss	$ (497,959)
Weighted average shares outstanding of common stock, basic and diluted \| shares	9,200,000
Basic and diluted net loss per share, common stock \| $ / shares	$ (0.05)
Class B Common Stock
Net loss	$ (340,994)
Weighted average shares outstanding of common stock, basic and diluted \| shares	6,300,000
Basic and diluted net loss per share, common stock \| $ / shares	$ (0.05)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)	Total	Class A Common Stock	Class B Common Stock	Common StockClass B Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at Dec. 31, 2020	$ (35,700)			$ 690	$ 24,310	$ (60,700)
Balance, shares at Dec. 31, 2020				6,900,000
Excess cash received over the fair value of the private warrants	782,000				782,000
Accretion of Class A common stock subject to possible redemption amount	(27,737,658)				$ (806,310)	(26,931,348)
Net loss	(838,953)	$ (497,959)	$ (340,994)			(838,953)
Balance at Mar. 31, 2021	$ (27,830,311)			$ 690		$ (27,831,001)
Balance, shares at Mar. 31, 2021				6,900,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (838,953)
Adjustments to reconcile net loss to cash used in operating activities:
Offering costs associated with derivative liabilities	743,650
Changes in operating assets and liabilities:
Prepaid expenses	(453,920)
Accounts payable	(195,813)
Accrued expenses	41,144
Franchise tax payable	44,728
Net cash used in operating activities	(659,164)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(276,000,000)
Net cash used in investing activities	(276,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	300,000
Repayment of note payable to related party	(41,000)
Proceeds received from initial public offering, gross	276,000,000
Proceeds received from private placement, net of note payable	7,520,000
Offering costs paid	(6,066,144)
Net cash provided by financing activities	277,712,856
Net increase in cash and cash equivalents	1,053,692
Cash and cash equivalents - beginning of the period	1,061
Cash and cash equivalents - end of the period	1,054,753
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	1,380
Offering costs included in accrued expenses	108,174
Reversal of accrued expenses	145,040
Deferred underwriting commissions in connection with the initial public offering	$ 9,660,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
Description of Organization and Business Operations	Mar. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	Note Warrior Technologies Acquisition Company (the “Company”) is a blank check company incorporated in Delaware on July 14, 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from July 14, 2020 (inception) through March 31, 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 on cash and cash equivalents 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 Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriter's option to purchase 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.7 million and approximately $149,000 was for deferred underwriting commissions and deferred legal fees respectively (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,820,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.8 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an 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 of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve a 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 anticipated to be $ 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). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of a Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination 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 or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. 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 Amended and Restated Certificate of Incorporation (“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 20% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (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 18 months from the closing of the Initial Public Offering, or September 2, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The 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 in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 . 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 (except for 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. Going Concern Considerations The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $300,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 4, 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 March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 2, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic 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 this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. 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 financial statement 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 limit of $250,000. As of March 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 $1,054,753 and $0 of cash equivalents as of March 31, 2021 and December 31, 2020, respectively. Cash Held in Trust Account As of March 31, 2021, the Company had $276.0 million in cash held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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 include: • 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 ASC 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 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,820,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model in a risk-neutral framework. 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 against the carrying value of the Class A common stock subject to possible redemption upon Class A Common Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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 is 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 the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 27,600,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. There were no Class A shares issued or outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, and December 31, 2020, the Company had immaterial deferred tax assets with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 or 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 March 31, 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. Net income (loss) per share of common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 21,620,000 Class A common stock in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2021. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended March 31, 2021 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (497,959 ) $ (340,994 ) Denominator: Basic and diluted weighted average common stock outstanding 9,200,000 6,300,000 Basic and diluted loss per common stock $ (0.05 ) $ (0.05 ) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting standards update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 accompanying financial statement.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On March 2, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including the exercise of the underwriter's option to purchase 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half 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 8).

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On August 4, 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. On September 21, 2020, the Company effectuated a 2/3 6 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 sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,820,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.8 million. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants. The purchasers of the Private Placement Warrants have committed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, as amended on January 13, 2021, (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the terms of the Note, and the loan balance was deducted against the net proceeds of the Private Placement. 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 lenders’ discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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 March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised their option to purchase additional Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $9.7 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. The deferred amount was considered as a long-term liability, as closing of a potential Business Combination within 12 months from the balance sheet date was not considered probable as of March 31, 2021.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	3 Months Ended
Class A Common Stock Subject to Possible Redemption	Mar. 31, 2021
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 6 — Class A Common Stock Subject to Possible Redemption 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 the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2021, there were 27,600,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. There were no shares of Class A common stock issued or outstanding as of December 31, 2020. As of March 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: As of June 30, 2021 Gross proceeds from Initial Public Offering $ 276,000,000 Less: Fair value of Public Warrants at issuance (12,420,000 ) Offering costs allocated to Class A common stock subject to possible redemption (15,317,658 ) Plus: Accretion on Class A common stock subject to possible redemption amount 27,737,658 Class A common stock subject to possible redemption $ 276,000,000

Stockholders' Equity

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 31, 2021
Class Of Stock Disclosures [Abstract]
Stockholders' Equity	Note 7 — Stockholders’ Equity Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 27,600,000 and 0 shares of Class A common stock issued and outstanding, of which 27,600,000 shares were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On August 4, 2020, the Company issued 8,625,000 shares of Class B common stock. On September 21, 2020, the Company effectuated a 2/3-for-1 reverse split of the Class B common stock, resulting in an aggregate of 5,750,000 shares of Class B common stock. On February 25, 2021, the Company effectuated a 6-for-5 stock split of the Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. Of the 6,900,000 shares of Class B common stock outstanding, up to 900,000 shares were subject to forfeiture, to the Company by the Initial Stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On March 2, 2021, the underwriter fully exercised its option to purchase additional Units; thus, these 900,000 shares of Class B common stock were no longer subject to forfeiture. Holders of the Class A common stock and holders of the 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. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity‑linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as‑converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity‑linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity‑linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Warrants

Warrants	3 Months Ended
Warrants	Mar. 31, 2021
Warrants And Rights Note Disclosure [Abstract]
Warrants	Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional 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 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per 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 Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) and (y) 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 consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to 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 below under “Redemption of warrants when the price per share of Class A common stock exceeds or equals $10.00” and “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” 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 for cash when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (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 sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading 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 Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price equal to a number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — 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 March 31, 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 Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities - Public warrants $ 10,488,000 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 5,943,200 $ - 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. There were no transfers to/from Levels 1, 2, and 3 for the three months ended March 31, 2021. For the fair value of the Public and Private Placement Warrants, issued in connection with the Public Offering, the Company utilizes a Monte Carlo simulation to estimate the fair value of the public warrants at each reporting period and Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes in fair value recognized in the condensed statement of operations. For the three months ended March 31, 2021, there were no change in fair value of derivative liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Black-Scholes analysis relies upon appropriate inputs derived from the Monte Carlo simulation of the public warrants; namely, the underlying stock price and the implied volatility from the traded Public Warrant price. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from 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 for the warrants: March 2, 2021 March 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.55 $ 9.45 Volatility 15.0 % 15.0 % Term (years) 6.1 6.0 Risk-free rate 0.89 % 1.16 % Dividend yield 0.00 % 0.00 %

Restatement of Prior Period Fin

Restatement of Prior Period Financial Statements	3 Months Ended
Restatement of Prior Period Financial Statements	Mar. 31, 2021
Prior Period Adjustment [Abstract]
Restatement of Prior Period Financial Statements	Note 10 — Restatement of Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three months ended March 31, 2021, the Company identified a misstatement due to its misapplication of accounting guidance related to the Company’s Warrants and Class A common stock subject to possible redemption in the Company’s previously issued audited balance sheet dated March 2, 2021, filed on Form 8-K on March 9, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 2, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 2, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s condensed statement of operations each reporting period. The offering costs associated with derivative warrant liabilities were expensed as non-operating expenses in the Company’s condensed statement of operations. The Company also concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed financial statements to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. The Company’s previously filed financial statements that contained the error were reported in the Post-IPO Balance Sheet. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of March 2, 2021 As Previously Restatement Reported Adjustments As Restated Balance Sheet Total assets $ 278,676,643 $ — $ 278,676,643 Liabilities and stockholders’ equity Total current liabilities $ 1,177,391 $ — $ 1,177,391 Deferred underwriting commissions 9,660,000 — 9,660,000 Deferred legal fees 148,969 — 148,969 Derivative warrant liabilities — 19,458,000 19,458,000 Total liabilities 10,986,360 19,458,000 30,444,360 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,690,280 13,309,720 276,000,000 Stockholders’ equity Preferred shares- $0.0001 par value — — — Class A common stock - $0.0001 par value 133 (133 ) — Class B common stock - $0.0001 par value 690 — 690 Additional paid-in-capital 5,092,589 (5,092,589 ) — Accumulated deficit (93,409 ) (27,674,998 ) (27,768,407 ) Total stockholders’ equity 5,000,003 (32,767,720 ) (27,767,717 ) Total liabilities and stockholders’ equity $ 278,676,643 $ — $ 278,676,643

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
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 financial statement 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
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 limit of $250,000. As of March 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 $1,054,753 and $0 of cash equivalents as of March 31, 2021 and December 31, 2020, respectively.
Cash Held in Trust Account	Cash Held in Trust Account As of March 31, 2021, the Company had $276.0 million in cash held in the Trust Account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	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 include: • 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 ASC 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 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,820,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model in a risk-neutral framework. 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 against the carrying value of the Class A common stock subject to possible redemption upon
Class A Common Shares Subject to Possible Redemption	Class A Common Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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 is 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 the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 27,600,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. There were no Class A shares issued or outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, and December 31, 2020, the Company had immaterial deferred tax assets with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 or 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 March 31, 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.
Net Income (Loss) Per Share of Common Stock	Net income (loss) per share of common stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 21,620,000 Class A common stock in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2021. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended March 31, 2021 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (497,959 ) $ (340,994 ) Denominator: Basic and diluted weighted average common stock outstanding 9,200,000 6,300,000 Basic and diluted loss per common stock $ (0.05 ) $ (0.05 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting standards update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 accompanying financial statement.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended March 31, 2021 Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (497,959 ) $ (340,994 ) Denominator: Basic and diluted weighted average common stock outstanding 9,200,000 6,300,000 Basic and diluted loss per common stock $ (0.05 ) $ (0.05 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	3 Months Ended
	Mar. 31, 2021
Temporary Equity Disclosure [Abstract]
Summary of Reconciliation of Common Stock Subject to Possible Redemption Reflected on Balance sheet	As of March 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: As of June 30, 2021 Gross proceeds from Initial Public Offering $ 276,000,000 Less: Fair value of Public Warrants at issuance (12,420,000 ) Offering costs allocated to Class A common stock subject to possible redemption (15,317,658 ) Plus: Accretion on Class A common stock subject to possible redemption amount 27,737,658 Class A common stock subject to possible redemption $ 276,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 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 Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities - Public warrants $ 10,488,000 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 5,943,200 $ -
Summary of Level 3 Fair Value Measurements Inputs at Measurement Date	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants: March 2, 2021 March 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.55 $ 9.45 Volatility 15.0 % 15.0 % Term (years) 6.1 6.0 Risk-free rate 0.89 % 1.16 % Dividend yield 0.00 % 0.00 %

Restatement of Prior Period F_2

Restatement of Prior Period Financial Statements (Tables)	3 Months Ended
Restatement of Prior Period Financial Statements (Tables)	Mar. 31, 2021
Prior Period Adjustment [Abstract]
Summary of Effect of Revisions to Post-IPO Balance Sheet	The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of March 2, 2021 As Previously Restatement Reported Adjustments As Restated Balance Sheet Total assets $ 278,676,643 $ — $ 278,676,643 Liabilities and stockholders’ equity Total current liabilities $ 1,177,391 $ — $ 1,177,391 Deferred underwriting commissions 9,660,000 — 9,660,000 Deferred legal fees 148,969 — 148,969 Derivative warrant liabilities — 19,458,000 19,458,000 Total liabilities 10,986,360 19,458,000 30,444,360 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,690,280 13,309,720 276,000,000 Stockholders’ equity Preferred shares- $0.0001 par value — — — Class A common stock - $0.0001 par value 133 (133 ) — Class B common stock - $0.0001 par value 690 — 690 Additional paid-in-capital 5,092,589 (5,092,589 ) — Accumulated deficit (93,409 ) (27,674,998 ) (27,768,407 ) Total stockholders’ equity 5,000,003 (32,767,720 ) (27,767,717 ) Total liabilities and stockholders’ equity $ 278,676,643 $ — $ 278,676,643

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)	Mar. 02, 2021	Mar. 31, 2021	Dec. 31, 2020
Description Of Organization And Business Operations [Line Items]
Date of incorporation		Jul. 14, 2020
Price per share	$ 10	$ 10
Gross proceeds from issuance of initial public offering	$ 276,000,000	$ 276,000,000
Offering costs	16,100,000
Deferred underwriting commissions	9,700,000	$ 9,700,000
Deferred legal fees	149,000
Minimum net tangible assets upon consummation of business combination	$ 5,000,001
Investment company redemption restriction description		The Amended and Restated Certificate of Incorporation (“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 20% or more of the Public Shares, without the prior consent of the Company.
Threshold percentage of public shares subject to redemption without Company's prior written consent		20.00%
Percentage obligation to redeem public shares if entity does not complete a business combination		100.00%
Maximum interest to pay for dissolution expenses		$ 100,000
Operating bank account		1,100,000
Working capital		1,300,000
Contribution from sponsor		25,000
Proceeds from note payable to related party		$ 300,000
Debt instrument maturity date		Mar. 4, 2021
Working Capita Loans
Description Of Organization And Business Operations [Line Items]
Working capital loan outstanding		$ 0	$ 0
Initial Business Combination
Description Of Organization And Business Operations [Line Items]
Percentage of equity interest acquired	50.00%
Public Warrants
Description Of Organization And Business Operations [Line Items]
Price per share	$ 1
Warrants outstanding	7,820,000	0
Gross proceeds from issuance of warrants	$ 7,800,000
Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Price per share	$ 10
Gross proceeds from issuance of initial public offering	$ 276,000,000
Offering costs	$ 16,100,000
Founder Shares
Description Of Organization And Business Operations [Line Items]
Investment company redemption restriction description		The holders of the Founder Shares (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.
Class A Common Stock \| Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Shares issued	27,600,000
Class A Common Stock \| Over-Allotment Units
Description Of Organization And Business Operations [Line Items]
Shares issued	3,600,000
Minimum
Description Of Organization And Business Operations [Line Items]
Percentage of aggregate fair market value of funds held in trust	80.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Concentrations of credit risk consist of cash accounts	$ 250,000
Cash equivalents	1,054,753	$ 0
Cash held in Trust Account	276,000,000
Payment of interest and penalties accrued	0	0
Unrecognized tax benefits	$ 0	$ 0
Class A Common Stock
Significant Accounting Policies [Line Items]
Common stock, shares subject to possible redemption, shares outstanding	27,600,000	0
Common stock, shares, issued	27,600,000	0
Common stock, shares, outstanding	27,600,000	0
Number of shares excluded from calculation of diluted income (loss) per share	21,620,000
Initial Public Offering
Significant Accounting Policies [Line Items]
Number of warrants issued	13,800,000
Private Placement
Significant Accounting Policies [Line Items]
Number of warrants issued	7,820,000
Maximum
Significant Accounting Policies [Line Items]
Short-term investment maturity period	3 months

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Earnings Per Share Diluted [Line Items]
Net loss	$ (838,953)
Class A Common Stock
Earnings Per Share Diluted [Line Items]
Net loss	$ (497,959)
Weighted average shares outstanding of common stock, basic and diluted \| shares	9,200,000
Basic and diluted net loss per share, common stock \| $ / shares	$ (0.05)
Class B Common Stock
Earnings Per Share Diluted [Line Items]
Net loss	$ (340,994)
Weighted average shares outstanding of common stock, basic and diluted \| shares	6,300,000
Basic and diluted net loss per share, common stock \| $ / shares	$ (0.05)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Mar. 02, 2021	Mar. 31, 2021
Subsidiary Sale Of Stock [Line Items]
Proceeds received from initial public offering, gross	$ 276,000,000	$ 276,000,000
Offering costs	$ 16,100,000
Class A Common Stock
Subsidiary Sale Of Stock [Line Items]
Exercise price per share		$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Initial public offering, shares	27,600,000
Option per unit price	$ 10
Proceeds received from initial public offering, gross	$ 276,000,000
Offering costs	16,100,000
Deferred underwriting commissions	$ 9,700,000
Over-Allotment Units
Subsidiary Sale Of Stock [Line Items]
Initial public offering, shares	3,600,000	3,600,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)	Mar. 02, 2021shares	Feb. 25, 2021shares	Sep. 21, 2020shares	Aug. 04, 2020USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Working Capital Loans
Related Party Transaction [Line Items]
Borrowing outstanding \| $					$ 0	$ 0
Working Capital Loans \| Warrants
Related Party Transaction [Line Items]
Exercise price per share \| $ / shares					$ 1
Minimum \| Working Capital Loans \| Warrants
Related Party Transaction [Line Items]
Debt conversion converted instrument amount \| $					$ 1,500,000
Private Placement
Related Party Transaction [Line Items]
Number of warrants issued					7,820,000
Initial Public Offering
Related Party Transaction [Line Items]
Number of warrants issued					13,800,000
Sponsor \| Private Placement
Related Party Transaction [Line Items]
Number of warrants issued					7,820,000
Warrants price \| $ / shares					$ 1
Gross proceeds from issuance of warrants \| $					$ 7,800,000
Exercise price per share \| $ / shares					$ 11.50
Sponsor \| Initial Public Offering \| Promissory Note
Related Party Transaction [Line Items]
Note payable - related party \| $				$ 300,000
Sponsor \| Initial Public Offering \| Maximum \| Promissory Note
Related Party Transaction [Line Items]
Debt face amount \| $				$ 300,000
Class B Common Stock
Related Party Transaction [Line Items]
Common stock, par value per share \| $ / shares					$ 0.0001	$ 0.0001
Reverse stock split description					Company effectuated a 2/3-for-1 reverse split of the Class B common stock
Stock split description					Company effectuated a 6-for-5 stock split of the Class B common stock
Stock split ratio		0.857	0.666
Common stock, shares, outstanding		6,900,000	5,750,000		6,900,000	6,900,000
Sale of stock, description of transaction					one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares.
Class B Common Stock \| Over-Allotment Units
Related Party Transaction [Line Items]
Ownership percentage on common stock issued and outstanding		20.00%
Underwriter options exercised	900,000
Class B Common Stock \| Over-Allotment Units \| Maximum
Related Party Transaction [Line Items]
Shares forfeited		900,000
Class B Common Stock \| Sponsor
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, shares				8,625,000
Common stock, par value per share \| $ / shares				$ 0.0001
Issuance of common stock to Sponsor, value \| $				$ 25,000
Reverse stock split description					Company effectuated a 2/3-for-1 reverse split of the Founder Shares
Class A Common Stock
Related Party Transaction [Line Items]
Common stock, par value per share \| $ / shares					$ 0.0001	$ 0.0001
Common stock, shares, outstanding					27,600,000	0
Exercise price per share \| $ / shares					$ 11.50
Class A Common Stock \| Minimum
Related Party Transaction [Line Items]
Sale of stock, required price per share \| $ / shares					$ 12
Class A Common Stock \| Over-Allotment Units
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, shares	3,600,000
Class A Common Stock \| Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, shares	27,600,000
Class A Common Stock \| Sponsor \| Private Placement
Related Party Transaction [Line Items]
Warrant exercisable number of shares					1

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 02, 2021	Mar. 31, 2021
Commitments And Contingencies [Line Items]
Underwriting discount per unit		$ 0.20
Payments for underwriting discount		$ 5.5
Deferred underwriting commission per unit		$ 0.35
Deferred underwriting commissions	$ 9.7	$ 9.7
Over-Allotment Units
Commitments And Contingencies [Line Items]
Underwriters option period		45 days
Initial public offering, shares	3,600,000	3,600,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Class A Common Stock - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote for each share
Common stock, shares subject to possible redemption, shares outstanding	27,600,000	0
Common stock, shares, issued	27,600,000	0
Common stock, shares, outstanding	27,600,000	0

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Summary of Reconciliation of Common Stock Subject to Possible Redemption Reflected on Balance sheet (Details) - USD ($)	Jun. 30, 2021	Mar. 02, 2021	Mar. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering		$ 276,000,000	$ 276,000,000
Offering costs allocated to Class A common stock subject to possible redemption			(6,066,144)
Class A common stock subject to possible redemption			$ 276,000,000
Class A Common Stock \| Subsequent Event
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 276,000,000
Fair value of Public Warrants at issuance	(12,420,000)
Offering costs allocated to Class A common stock subject to possible redemption	(15,317,658)
Accretion on Class A common stock subject to possible redemption amount	27,737,658
Class A common stock subject to possible redemption	$ 276,000,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details)	Mar. 02, 2021shares	Feb. 25, 2021shares	Sep. 21, 2020shares	Mar. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares	Aug. 04, 2020shares
Class Of Stock [Line Items]
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value per share \| $ / shares				$ 0.0001	$ 0.0001
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value per share \| $ / shares				$ 0.0001	$ 0.0001
Common stock, shares, issued				27,600,000	0
Common stock, shares, outstanding				27,600,000	0
Common stock, shares subject to possible redemption, shares outstanding				27,600,000	0
Common stock, voting rights				one vote for each share
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized				10,000,000	10,000,000
Common stock, par value per share \| $ / shares				$ 0.0001	$ 0.0001
Common stock, shares, issued				6,900,000	6,900,000	8,625,000
Common stock, shares, outstanding		6,900,000	5,750,000	6,900,000	6,900,000
Reverse stock split description				Company effectuated a 2/3-for-1 reverse split of the Class B common stock
Stock split ratio		0.857	0.666
Stock split description				Company effectuated a 6-for-5 stock split of the Class B common stock
Common stock, voting rights				Holders of the Class A common stock and holders of the 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. Each share of common stock will have one vote on all such matters.
Number of vote for each share \| Vote				1
Common stock, conversion basis				one-for-one basis
Percentage of common stock convertible conversion rate				20.00%
Class B Common Stock \| Over-Allotment Units
Class Of Stock [Line Items]
Ownership percentage on common stock issued and outstanding		20.00%
Underwriter options exercised	900,000
Class B Common Stock \| Over-Allotment Units \| Maximum
Class Of Stock [Line Items]
Shares forfeited		900,000
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized				1,000,000
Preferred stock, par value per share \| $ / shares				$ 0.0001
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0

Warrants - Additional Informati

Warrants - Additional Information (Details) - $ / shares	3 Months Ended
Warrants - Additional Information (Details) - $ / shares	Mar. 31, 2021	Mar. 02, 2021
Class A Common Stock
Class Of Warrant Or Right [Line Items]
Exercise price per share	$ 11.50
Initial Public Offering
Class Of Warrant Or Right [Line Items]
Sale of stock issue, price per share		$ 10
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding	0	7,820,000
Number of days after which warrants become exercisable	30 days
Exercise price per share	$ 11.50
Warrant expiration term	5 years
Public Warrants \| Class A Common Stock
Class Of Warrant Or Right [Line Items]
Number of trading days for determining volume weighted average price	20 days
Percentage of exercise price of warrants adjusted	115.00%
Public Warrants \| Class A Common Stock \| Redemption of Warrants When Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Warrant Or Right [Line Items]
Redemption of warrants price per share	$ 10
Redemption of warrants for cash price per share	$ 10
Trading days for redemption of warrants	10 days
Number of business days before sending notice of redemption to warrant holders	3 days
Public Warrants \| Class A Common Stock \| Redemption of Warrants for Cash When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00
Class Of Warrant Or Right [Line Items]
Redemption of warrants for cash price per share	$ 18
Percentage of redemption of warrants price per share higher of market value	100.00%
Percentage of redemption of warrants for cash price per share higher of newly issued price	180.00%
Redemption price per warrant	$ 0.01
Number of business days before sending notice of redemption to warrant holders	3 days
Public Warrants \| Maximum \| Class A Common Stock
Class Of Warrant Or Right [Line Items]
Sale of stock issue, price per share	$ 9.20
Volume weighted average price of shares based on trading period	$ 9.20
Public Warrants \| Maximum \| Class A Common Stock \| Redemption of Warrants for Cash When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00
Class Of Warrant Or Right [Line Items]
Trading days for redemption of warrants	30 days
Public Warrants \| Minimum \| Class A Common Stock \| Redemption of Warrants When Price Per Share of Class A Common Stock Equals or Exceeds $10.00
Class Of Warrant Or Right [Line Items]
Number of days prior written notice of redemption	30 days
Public Warrants \| Minimum \| Class A Common Stock \| Redemption of Warrants for Cash When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00
Class Of Warrant Or Right [Line Items]
Number of days prior written notice of redemption	30 days
Trading days for redemption of warrants	20 days
Public Warrants \| Initial Public Offering
Class Of Warrant Or Right [Line Items]
Number of days after which warrants become exercisable	12 months
Public Warrants \| Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Number of days after which warrants become exercisable	30 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring	Mar. 31, 2021USD ($)
Public Warrants \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 10,488,000
Private Placement Warrants \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 5,943,200

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract]
Assets measured at fair value		$ 0
Liabilities measured at fair value		$ 0
Transfers of assets from level 1 into level 2	$ 0
Transfers of assets out of level 2 to level 1	0
Transfers of liabilities from level 1 into level 2	0
Transfers of liabilities out of level 2 to level 1	0
Transfers of assets into level 3	0
Transfers of assets out of level 3	0
Transfers of liabilities into level 3	0
Transfers of liabilities out of level 3	0
Fair value adjustment of warrants	$ 0
Remaining dividend rate	0.00%

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Level 3 Fair Value Measurements Inputs at Measurement Date (Details) - Warrants - Level 3	Mar. 31, 2021USD ($)yr	Mar. 02, 2021USD ($)yr
Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant measurement input	11.50	11.50
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant measurement input	9.45	9.55
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant measurement input	15	15
Term (Years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant measurement input \| yr	6	6.1
Risk-Free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant measurement input	1.16	0.89
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrant measurement input	0	0

Restatement of Prior Period F_3

Restatement of Prior Period Financial Statements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 02, 2021
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Error corrections and prior period adjustments, description	During the course of preparing the quarterly report on Form 10-Q for the three months ended March 31, 2021, the Company identified a misstatement due to its misapplication of accounting guidance related to the Company’s Warrants and Class A common stock subject to possible redemption in the Company’s previously issued audited balance sheet dated March 2, 2021, filed on Form 8-K on March 9, 2021 (the “Post-IPO Balance Sheet”).
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Restatement Adjustments
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets upon consummation of business combination	$ 5,000,001

Restatement of Prior Period F_4

Restatement of Prior Period Financial Statements - Summary of Effect of Revisions to Post-IPO Balance Sheet (Details) - USD ($)	Mar. 31, 2021	Mar. 02, 2021	Dec. 31, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total assets	$ 277,508,673		$ 371,710
Liabilities and stockholders’ equity
Total current liabilities	220,984		407,410
Deferred underwriting commissions	9,700,000	$ 9,700,000
Deferred legal fees		149,000
Total liabilities	29,338,984		407,410
Stockholders' Deficit:
Preferred shares- $0.0001 par value
Additional paid-in capital			24,310
Accumulated deficit	(27,831,001)		(60,700)
Total stockholders' deficit	(27,830,311)		(35,700)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	277,508,673		371,710
Class B Common Stock
Stockholders' Deficit:
Common stock value	$ 690		$ 690
Post IPO
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total assets		278,676,643
Liabilities and stockholders’ equity
Total current liabilities		1,177,391
Deferred underwriting commissions		9,660,000
Deferred legal fees		148,969
Derivative warrant liabilities		19,458,000
Total liabilities		30,444,360
Class A common stock, $0.0001 par value; shares subject to possible redemption		276,000,000
Stockholders' Deficit:
Preferred shares- $0.0001 par value
Accumulated deficit		(27,768,407)
Total stockholders' deficit		(27,767,717)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit		278,676,643
Post IPO \| Class B Common Stock
Stockholders' Deficit:
Common stock value		690
As Previously Reported \| Post IPO
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total assets		278,676,643
Liabilities and stockholders’ equity
Total current liabilities		1,177,391
Deferred underwriting commissions		9,660,000
Deferred legal fees		148,969
Total liabilities		10,986,360
Class A common stock, $0.0001 par value; shares subject to possible redemption		262,690,280
Stockholders' Deficit:
Preferred shares- $0.0001 par value
Additional paid-in capital		5,092,589
Accumulated deficit		(93,409)
Total stockholders' deficit		5,000,003
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit		278,676,643
As Previously Reported \| Post IPO \| Class A Common Stock
Stockholders' Deficit:
Common stock value		133
As Previously Reported \| Post IPO \| Class B Common Stock
Stockholders' Deficit:
Common stock value		690
Restatement Adjustments \| Post IPO
Liabilities and stockholders’ equity
Derivative warrant liabilities		19,458,000
Total liabilities		19,458,000
Class A common stock, $0.0001 par value; shares subject to possible redemption		13,309,720
Stockholders' Deficit:
Preferred shares- $0.0001 par value
Additional paid-in capital		(5,092,589)
Accumulated deficit		(27,674,998)
Total stockholders' deficit		(32,767,720)
Restatement Adjustments \| Post IPO \| Class A Common Stock
Stockholders' Deficit:
Common stock value		$ (133)

Restatement of Prior Period F_5

Restatement of Prior Period Financial Statements - Summary of Effect of Revisions to Post-IPO Balance Sheet (Parenthetical) (Details) - $ / shares	Mar. 31, 2021	Mar. 02, 2021	Dec. 31, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value per share	$ 0.0001		$ 0.0001
Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock, par value per share	0.0001		0.0001
Class B Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock, par value per share	$ 0.0001		$ 0.0001
Post IPO
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Preferred stock, par value per share		$ 0.0001
Post IPO \| Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Class A common stock, shares subject to possible redemption, par value per share		0.0001
Common stock, par value per share		0.0001
Post IPO \| Class B Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock, par value per share		$ 0.0001