Fortress Value Acquisition Corp. III (FVTAW) 10-Q/A14 Dec 212021 Q3 Quarterly report (amended)Financial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Dec. 13, 2021
Entity Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-39839
Entity Registrant Name	FORTRESS VALUE ACQUISITION CORP. III
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2761402
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	798-6100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Amendment Flag	true
Amendment Description	Fortress Value Acquisition Corp. III (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “10-Q/A”) to amend and restate certain items in the Company’s Quarterly Report on Form 10-Q as of September 30, 2021 and for the three and nine months ended September 30, 2021 (the “Original 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2021.
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001824434
Current Fiscal Year End Date	--12-31
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Entity Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Trading Symbol	FVT.U
Security Exchange Name	NYSE
Class A common stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FVT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FVT WS
Security Exchange Name	NYSE
Class F common stock, par value $0.0001 per share
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 323,244	$ 5,328
Prepaid expenses	530,737	0
Total current assets	853,981	5,328
Investments held in Trust Account	230,021,750	0
Deferred offering costs	0	364,614
Total Assets	230,875,731	369,942
Current liabilities:
Accounts payable and accrued expenses	3,185,044	303,691
Note payable - related party	0	61,000
Franchise tax payable	149,589	0
Total current liabilities	3,334,633	364,691
Deferred underwriting commissions payable	8,050,000	0
Warrant liabilities	10,672,000	0
Total Liabilities	22,056,633	364,691
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	0	0
Additional paid-in capital	0	24,425
Accumulated deficit	(21,181,477)	(19,749)
Total Stockholders’ Equity	(21,180,902)	5,251
Total Liabilities and Stockholders’ Equity	230,875,731	369,942
Common Class A
Current liabilities:
Class A common stock subject to possible redemption; 23,000,000 shares and no shares issued and outstanding at redemption value as of September 30, 2021 and December 31, 2020, respectively	230,000,000	0
Stockholders’ Equity:
Common stock	0	0
Common Class F
Stockholders’ Equity:
Common stock	$ 575	$ 575

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Temporary equity, shares outstanding (in shares)	23,000,000	0
Preferred stock, par value (in usd per share)	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common Class A
Temporary equity, shares issued (in shares)	23,000,000	0
Temporary equity, shares outstanding (in shares)	23,000,000	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	200,000,000
Common stock, shares issued (in shares)		0
Common stock, shares outstanding (in shares)		0
Preferred Stock
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common Class F
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	20,000,000
Common stock, shares issued (in shares)	5,750,000	5,750,000
Common stock, shares outstanding (in shares)	5,750,000	5,750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 17,217	$ 307,395	$ 4,793,265
Franchise tax expense	0	50,411	149,589
Loss from operations	(17,217)	(357,806)	(4,942,854)
Other income (loss):
Interest income	0	2,960	21,750
Decrease in fair value of warrant liabilities	0	3,664,000	7,574,721
Fair value in excess of cash received for Private Placement Warrants	0	0	(2,396,195)
Offering costs related to warrant liabilities	0	0	(495,479)
Total other income (loss)	0	3,666,960	4,704,797
Net income (loss)	$ (17,217)	3,309,154	(238,057)
Common Class A
Other income (loss):
Net income (loss)		$ 2,647,323	$ (190,446)
Weighted average shares outstanding, basic (in shares)		23,000,000	23,000,000
Weighted average shares outstanding, diluted (in shares)		23,000,000	23,000,000
Basic net income (loss) per share (in usd per share)		$ 0.12	$ (0.01)
Diluted net income (loss) per share (in usd per share)		$ 0.12	$ (0.01)
Common Class F
Other income (loss):
Net income (loss)	$ (17,217)	$ 661,831	$ (47,611)
Weighted average shares outstanding, basic (in shares)	5,000,000	5,750,000	5,733,516
Weighted average shares outstanding, diluted (in shares)	5,000,000	5,750,000	5,733,516
Basic net income (loss) per share (in usd per share)	$ 0	$ 0.12	$ (0.01)
Diluted net income (loss) per share (in usd per share)	$ 0	$ 0.12	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Common Class A	Common Class ACommon Stock	Common Class F	Common Class FCommon Stock
Beginning balance (in shares) at Aug. 27, 2020					0		0
Beginning balance at Aug. 27, 2020	$ 0	$ 0	$ 0		$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class F common stock to Sponsor (in shares)							5,750,000
Issuance of Class F common stock to Sponsor	25,000	24,425					$ 575
Net income (loss)	(17,217)		(17,217)			$ (17,217)
Ending balance (in shares) at Sep. 30, 2020					0		5,750,000
Ending balance at Sep. 30, 2020	7,783	24,425	(17,217)		$ 0		$ 575
Beginning balance (in shares) at Dec. 31, 2020				0	0	5,750,000	5,750,000
Beginning balance at Dec. 31, 2020	5,251	24,425	(19,749)		$ 0		$ 575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value	(20,948,096)	(24,425)	(20,923,671)
Net income (loss)	(2,100,614)		(2,100,614)
Ending balance (in shares) at Mar. 31, 2021				0	0		5,750,000
Ending balance at Mar. 31, 2021	(23,043,459)	0	(23,044,034)		$ 0		$ 575
Beginning balance (in shares) at Dec. 31, 2020				0	0	5,750,000	5,750,000
Beginning balance at Dec. 31, 2020	5,251	24,425	(19,749)		$ 0		$ 575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(238,057)			$ (190,446)		$ (47,611)
Ending balance (in shares) at Sep. 30, 2021					0	5,750,000	5,750,000
Ending balance at Sep. 30, 2021	(21,180,902)	0	(21,181,477)		$ 0		$ 575
Beginning balance (in shares) at Mar. 31, 2021				0	0		5,750,000
Beginning balance at Mar. 31, 2021	(23,043,459)	0	(23,044,034)		$ 0		$ 575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,446,597)		(1,446,597)
Ending balance (in shares) at Jun. 30, 2021				0	0		5,750,000
Ending balance at Jun. 30, 2021	(24,490,056)	0	(24,490,631)		$ 0		$ 575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,309,154		3,309,154	$ 2,647,323		$ 661,831
Ending balance (in shares) at Sep. 30, 2021					0	5,750,000	5,750,000
Ending balance at Sep. 30, 2021	$ (21,180,902)	$ 0	$ (21,181,477)		$ 0		$ 575

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (17,217)	$ 3,309,154	$ (238,057)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from investments held in Trust Account	0	(2,960)	(21,750)
Decrease in fair value of warrant liabilities	0	(3,664,000)	(7,574,721)
Fair value in excess of cash received for Private Placement Warrants	0	0	2,396,195
Offering costs related to warrant liabilities	0	0	495,479
Changes in operating assets and liabilities:
Prepaid expenses	0		(530,737)
Accounts payable and accrued expenses	17,217		2,824,968
Franchise tax payable	0		149,589
Net cash used in operating activities	0		(2,499,034)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	0		(230,000,000)
Net cash used in investing activities	0		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class F common stock to Sponsor	25,000		0
Repayment of Sponsor loan	0		(61,000)
Proceeds received from Initial Public Offering of Units, net of underwriting commissions paid	0		225,400,000
Payment of offering costs	0		(122,050)
Proceeds received from issuance of Private Placement Warrants	0		7,600,000
Net cash provided by financing activities	25,000		232,816,950
Net change in cash	25,000		317,916
Cash - beginning of the period	0		5,328
Cash - end of the period	25,000	$ 323,244	323,244
Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions payable in connection with the Initial Public Offering	$ 0		$ 8,050,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Description of Organization and Business Operations Fortress Value Acquisition Corp. III (the “Company”) is a blank check company incorporated in Delaware on August 28, 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 (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity from August 28, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the completion of the initial public offering (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 4, 2021. On January 7, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), which included the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000 and incurring offering costs of $13,193,049, inclusive of $8,050,000 in deferred underwriting commissions (see Note 5). Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). Substantially concurrently with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 5,066,667 warrants (the “Private Placement Warrants” and together with the “Public Warrants”, the “Warrants”), at a price of $1.50 per Private Placement Warrant, with the Company’s sponsor, Fortress Acquisition Sponsor III LLC (the “Sponsor”), generating gross proceeds of $7,600,000 (see Note 4). The Private Placement Warrants had an estimated fair value of $9,996,195 as of the closing of the Initial Public Offering, resulting in a $2,396,195 non-cash loss to the Company equal to the fair value in excess of cash received for the Private Placement Warrants. Upon the closing of the Initial Public Offering and Private Placement, $230,000,000 ($10.00 per Unit) of the aggregate net cash proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. The cash proceeds held in the Trust Account were subsequently invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (“Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below. As of September 30, 2021, the Company had $323,244 in cash held outside of the Trust Account. 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’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the Company signing a definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its stockholders of Public Shares (“Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain stockholder approval for business or other reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The Public Stockholders will be entitled to redeem their Public Shares for a pro-rata portion of the amount in the Trust Account (approximately $10.00 per share as of September 30, 2021), plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay for the Company’s tax obligations, calculated as of two business days prior to the consummation of the Business Combination. 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). The Company’s amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial business combination and after payment of the deferred underwriting commissions. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined 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 have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s amended and restated 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months (January 2023) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro-rata portion of the amount then in the Trust Account, plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses). The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should 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 have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s 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 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 third parties, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and capital resources As of September 30, 2021, the Company had $323,244 in its operating bank account, $21,750 of interest income available in the Trust Account to pay for taxes and working capital deficit of $2,480,652. 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”) (see Note 4). In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of September 30, 2021 the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial wherewithal to fund the Company, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of a Business Combination and a minimum of one year from the date of issuance of these unaudited condensed financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable and accrued expenses. Separate trading of Class A common shares and Public Warrants On February 22, 2021, the Company announced that, commencing February 25, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “FVT.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “FVT” and “FVT WS,” respectively. COVID-19 An outbreak of respiratory disease which caused a global pandemic continues to impact global markets. This coronavirus has resulted in enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to markets, supply chains and customer activity, as well as general concern and uncertainty. Although a number of vaccines for COVID-19 have been developed and are in the process of being deployed in certain countries, including the United States, the timing for widespread vaccination is uncertain, and these vaccines may be less effective against new mutated strains of the virus. The impact of this coronavirus continues to evolve and is affecting the economies of many nations, individual companies and markets in general and may continue to last for an extended period of time. Management will continue to evaluate the impact of the COVID-19 pandemic and while the virus could have an adverse effect on the future financial results, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
Restatement of Previously Issued Financial Statements	Sep. 30, 2021
Accounting Changes and Error Corrections [Abstract]
Restatement of Previously Issued Financial Statements	Restatement of Previously Issued Financial Statements The Company restated certain line items related to the previously filed financial statements for June 30, 2021 and March 31, 2021 on Form 10-Q filed with the SEC on August 9, 2021 and May 12, 2021, respectively, to classify all Class A common stock in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99-3A, 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 2,949,006 shares and 2,804,346 shares as of June 30, 2021 and March 31, 2021, respectively, in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that the Company will not redeem its Public Shares in an amount that will cause its net tangible assets to be less than $5,000,001. Upon re-evaluation, the Company determined that the Class A common stock includes certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets threshold. As a result, the Company restated its previously filed financial statements to classify all Class A common stock as temporary equity and to remeasure from its initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. 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, as described below in more detail. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to Class A and Class F common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common shares share pro-rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities, operating results or liquidity, in any of the periods. Impact of Restatement - Quarterly Interim Periods (Unaudited) The following presents a reconciliation of the condensed balance sheets, condensed statements of operations, condensed statements of changes in stockholders’ equity and condensed statements of cash flows from the prior periods previously reported to the restated amounts as of June 30, 2021 and March 31, 2021, for the three and six months ended June 30, 2021 and for the three months ended March 31, 2021. June 30, 2021 Condensed Balance Sheet Data (Unaudited) As previously reported Adjustments As restated Class A common stock subject to possible redemption (as previously reported: 20,050,994 shares subject to possible redemption) as restated: 23,000,000 shares subject to possible redemption $ 200,509,940 $ 29,490,060 $ 230,000,000 Class A common stock, $0.0001 par value; (as previously reported: 2,949,006 shares issued and outstanding) as restated: no shares issued and outstanding $ 295 $ (295) $ — Additional paid-in capital $ 8,566,094 $ (8,566,094) $ — Accumulated deficit $ (3,566,960) $ (20,923,671) $ (24,490,631) Total Stockholders’ Equity $ 5,000,004 $ (29,490,060) $ (24,490,056) For the three months ended June 30, 2021 Condensed Statement of Operations (Unaudited) As previously reported Adjustments As restated Basic and diluted net income (loss) per share, $ 0.00 $ (0.05) $ (0.05) Basic and diluted net income (loss) per share, $ (0.25) $ 0.20 $ (0.05) For the six months ended June 30, 2021 Condensed Statement of Operations (Unaudited) As previously reported Adjustments As restated Basic and diluted net income (loss) per share, $ 0.00 $ (0.12) $ (0.12) Basic and diluted net income (loss) per share, $ (0.62) $ 0.50 $ (0.12) For the three months ended June 30, 2021 Condensed Statement of Changes in Stockholders’ Equity (Unaudited) As previously reported Adjustments As restated Change in Class A common stock subject to possible redemption: Class A Shares 144,660 (144,660) — Class A Amount $ 15 $ (15) $ — Additional paid-in capital $ 1,446,585 $ (1,446,585) $ — Total Stockholders’ Equity $ 1,446,600 $ (1,446,600) $ — For the six months ended June 30, 2021 Condensed Statement of Cash Flows (Unaudited) As previously reported Adjustments As restated Supplemental disclosure of non-cash financing activities: Class A common stock subject to possible redemption $ 200,509,940 $ (200,509,940) $ — March 31, 2021 Condensed Balance Sheet Data (Unaudited) As previously reported Adjustments As restated Class A common stock subject to possible redemption (as previously reported: 20,195,654 shares subject to possible redemption) as restated: 23,000,000 shares subject to possible redemption $ 201,956,540 $ 28,043,460 $ 230,000,000 Class A common stock, $0.0001 par value; (as previously reported: 2,804,346 shares issued and outstanding) as restated: no shares issued and outstanding $ 280 $ (280) $ — Additional paid-in capital $ 7,119,509 $ (7,119,509) $ — Accumulated deficit $ (2,120,363) $ (20,923,671) $ (23,044,034) Total Stockholders’ Equity $ 5,000,001 $ (28,043,460) $ (23,043,459) For the three months ended March 31, 2021 Condensed Statement of Operations (Unaudited) As previously reported Adjustments As restated Basic and diluted net income (loss) per share, $ 0.00 $ (0.07) $ (0.07) Basic and diluted net income (loss) per share, $ (0.37) $ 0.30 $ (0.07) For the three months ended March 31, 2021 Condensed Statement of Changes in Stockholders’ Equity (Unaudited) As previously reported Adjustments As restated Sale of Units in Initial Public Offering, net of offering Class A Shares 23,000,000 (23,000,000) — Class A Amount $ 2,300 $ (2,300) $ — Additional paid-in capital $ 209,049,604 $ (209,049,604) $ — Total Stockholders’ Equity $ 209,051,904 $ (209,051,904) $ — Class A common stock subject to possible redemption: Class A Shares (20,195,654) 20,195,654 — Class A Amount $ (2,020) $ 2,020 $ — Additional paid-in capital $ (201,954,520) $ 201,954,520 $ — Total Stockholders’ Equity $ (201,956,540) $ 201,956,540 $ — Remeasurement of Class A common stock subject to possible redemption to redemption value: Additional paid-in capital $ — $ (24,425) $ (24,425) Accumulated deficit $ — $ (20,923,671) $ (20,923,671) Total Stockholders’ Equity $ — $ (20,948,096) $ (20,948,096) For the three months ended March 31, 2021 Condensed Statement of Cash Flows (Unaudited) As previously reported Adjustments As restated Supplemental disclosure of non-cash financing activities: Class A common stock subject to possible redemption $ 201,956,540 $ (201,956,540) $ —

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the period from August 28, 2020 through December 31, 2020 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2021. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the unaudited condensed financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 as of September 30, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020, respectively. Investments held in trust account The Company had $230,021,750 and no investments held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively. Offering costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and totaled $13,193,049, inclusive of $8,050,000 in deferred underwriting commissions and $340,929 in unpaid offering costs. Offering costs of $12,697,570 were related to the issuance of Class A common stock and charged to temporary equity and $495,479 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statement of operations. Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States of America is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features 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 September 30, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption value were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding. Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s unaudited condensed statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of net income (loss) per common share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Net income (loss) per common share, basic and diluted for Class A common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $2,647,323 and net loss of $190,446, respectively, by (ii) the weighted average number of shares of Class A common stock outstanding for the respective periods. Net income (loss) per common share, basic and diluted for Class F common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $661,831 and net loss of $47,611, respectively, by (ii) the weighted average number of shares of Class F common stock outstanding for the respective periods. Net income (loss) per common share, basic and diluted for Class F common stock for the period from August 28, 2020 (inception) through September 30, 2020 were calculated by dividing (i) the net loss of $17,217 by (ii) the weighted average number of shares of Class F common stock outstanding for the respective period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering (including the exercise of the over-allotment option) and Private Placement to purchase an aggregate of 9,666,667 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the Warrants into Class A common shares is contingent upon the occurrence of future events (see Note 6). As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021 and December 31, 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant liabilities The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recorded in the Company’s unaudited condensed statements of operations. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly actual results could differ significantly from those estimates. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Founder shares In September 2020, the Company issued an aggregate of 8,625,000 shares of Class F common stock to the Sponsor (the “Founder Shares”) in exchange for an aggregate capital contribution of $25,000. In November 2020, the Sponsor surrendered 2,875,000 shares of Class F common stock to the Company for no consideration, resulting in an aggregate of 5,750,000 shares of Class F common stock issued and outstanding. The Sponsor had agreed to forfeit an aggregate of up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On January 7, 2021, the underwriters exercised their over-allotment option in full. As a result, the 750,000 Founder Shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination, on a one-for-one basis, subject to adjustment (see Note 6). The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (a) one year after the completion of the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (c) following the completion of the initial Business Combination, such future date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. In January 2021, the Sponsor transferred a total of 50,000 Founder Shares to two independent directors of the Company for the same per-share price initially paid for by the Sponsor. Subsequent to these transfers, the Sponsor held 5,700,000 Founder Shares. Private placement warrants Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate 5,066,667 Private Placement Warrants in the Private Placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination. Note payable—related party Prior to the Initial Public Offering, the Sponsor loaned the Company an aggregate of $61,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The promissory note was non-interest bearing, unsecured and due on the earlier of July 31, 2021 and the closing of the Initial Public Offering. The Company repaid the promissory note in full on January 6, 2021. Office space and related support services During January 2021, the Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $20,000 for office space and related support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2021, the Company incurred and paid $60,000 and $177,419, respectively, in expenses for services provided by an affiliate of the Sponsor in connection with the aforementioned agreement. Related party loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, respectively, no Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Registration rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed prior to the closing date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the Initial Public Offering. The underwriters exercised this over-allotment in full concurrently with the closing of the Initial Public Offering. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4,600,000 paid upon the closing of the Initial Public Offering. Additionally, a deferred underwriting discount of $0.35 per unit, or $8,050,000 will be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrant Liabilities

Warrant Liabilities	9 Months Ended
Warrant Liabilities	Sep. 30, 2021
Equity [Abstract]
Warrant Liabilities	Warrant Liabilities The Company has outstanding Public Warrants to purchase an aggregate of 4,600,000 shares of the Company’s common stock and outstanding Private Placement Warrants to purchase an aggregate of 5,066,667 shares of the Company’s common stock (including warrants issued in connection with the exercise of the over-allotment option). The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities as of December 31, 2020 $ — Initial measurement on January 7, 2021 - Initial Public Offering 18,246,721 Decrease in fair value of warrant liabilities (7,574,721) Warrant liabilities as of September 30, 2021 $ 10,672,000 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. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (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 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 has 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 a registration statement covering the issuance of shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If the Class A common stock, at the time of any exercise of a warrant, is not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section (18)(b)(1) of the Securities Act, the Company may require warrant holders who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th 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 we 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) the Private Placement Warrants and the 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, (ii) the Private Placement Warrants will not be redeemable by the Company (except under scenario 2 below) so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (iii) the Private Placement Warrants may be exercised by the holders on a cashless basis, and (iv) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: 1. When the price per share of Class A common stock equals or exceeds $18.00: ▪ in whole and not in part; ▪ at a price of $0.01 per warrant; ▪ upon a minimum of 30 days’ prior written notice of redemption; and ▪ if, and only if, the last reported sale price of the Class A common stock 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. 2. When the price per share of Class A common stock equals or exceeds $10.00 (commencing 90 days after the warrants become exercisable): ▪ in whole and not in part; ▪ at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A common stock; ▪ if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders. ▪ if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants; and ▪ if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, under scenario 1 above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. If the Company issues additional shares of 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 common stock, the exercise price of the warrants will be adjusted to be equal to 115% of the newly issued price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. In such a situation, the warrants would expire worthless.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
Class A Common Stock Subject to Possible Redemption	Sep. 30, 2021
Earnings Per Share [Abstract]
Class A Common Stock Subject to Possible Redemption	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. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 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 September 30, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding. As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Initial fair value of public warrant liability (8,250,526) Class A common stock offering costs (12,697,570) Plus: Remeasurement of Class A common stock subject to possible redemption to redemption value 20,948,096 Class A common stock subject to possible redemption $ 230,000,000 Class A common stock —Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the shares of Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. As of September 30, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding and all shares of Class A common stock were subject to possible redemption and included in temporary equity (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding. Class F common stock —Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share on each matter on which they are entitled to vote. The Class F common stock will automatically convert into Class A common stock at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of September 30, 2021 and December 31, 2020 there were 5,750,000 shares, respectively, of Class F common stock issued and outstanding. Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law or the applicable rules of the New York Stock Exchange then in effect. 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 sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class F 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 F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the sum of the total number of all 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 the initial Business Combination. Preferred stock —Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020 there were no shares of preferred stock, respectively, issued and outstanding.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2021
Equity [Abstract]
Stockholders' Equity	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. Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 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 September 30, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding. As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Initial fair value of public warrant liability (8,250,526) Class A common stock offering costs (12,697,570) Plus: Remeasurement of Class A common stock subject to possible redemption to redemption value 20,948,096 Class A common stock subject to possible redemption $ 230,000,000 Class A common stock —Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the shares of Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. As of September 30, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding and all shares of Class A common stock were subject to possible redemption and included in temporary equity (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding. Class F common stock —Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of $0.0001 per share. Holders of the Company’s Class F common stock are entitled to one vote for each share on each matter on which they are entitled to vote. The Class F common stock will automatically convert into Class A common stock at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of September 30, 2021 and December 31, 2020 there were 5,750,000 shares, respectively, of Class F common stock issued and outstanding. Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law or the applicable rules of the New York Stock Exchange then in effect. 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 sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class F 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 F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the sum of the total number of all 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 the initial Business Combination. Preferred stock —Pursuant to the amended and restated certificate of incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020 there were no shares of preferred stock, respectively, issued and outstanding.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. September 30, 2021 Fair Value Valuation Method Assets Investments held in Trust Account $ 230,021,750 Level 1 - Quoted prices in active markets for identical assets Liabilities Public Warrant liability $ 3,680,000 Level 1 - Quoted prices in active markets for identical liabilities Private Placement Warrant liability $ 6,992,000 Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities As of September 30, 2021 and December 31, 2020, respectively, the recorded values of cash, accounts payable and accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of these instruments. Investments held in Trust Account Investments held in Trust Account are invested in a U.S. treasury securities money market fund as of September 30, 2021. None of the balance in the Trust Account was held in cash as of September 30, 2021. Warrant liabilities The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on January 7, 2021 (1) - Initial Public Offering 9,996,195 8,250,526 18,246,721 Change in fair value (2)(3) (3,004,195) (4,570,526) (7,574,721) Fair value as of September 30, 2021 (4) $ 6,992,000 $ 3,680,000 $ 10,672,000 ___________________________ (1) Initial fair value for the Warrants on January 7, 2021, the date of the Company’s Initial Public Offering, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement: Input January 7, 2021 Risk-free interest rate 0.72 % Expected volatility 29.0 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants. (2) Changes in valuation are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations. (3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $4,784,000 during 2021. (4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of September 30, 2021: Input September 30, 2021 Risk-free interest rate 0.98 % Volatility 21.0 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. Volatility is based on the implied volatility of the Company’s Public Warrants, historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Income Tax

Income Tax	9 Months Ended
Income Tax	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income Tax	Income Tax The Company’s net deferred tax asset is as follows: September 30, 2021 Deferred tax asset Organizational costs and net operating loss $ 1,037,579 Total deferred tax asset 1,037,579 Valuation allowance (1,037,579) Deferred tax asset, net of valuation allowance $ — The income tax provision consists of the following: September 30, 2021 Federal: Current $ — Deferred (1,033,432) State: Current — Deferred — Change in valuation allowance 1,033,432 Income tax provision $ — In assessing the realization of the deferred tax asset, management considers whether it is more likely than not that some portion of all of the deferred tax asset will not be realized. The ultimate realization of deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liability, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the relevant taxing authority.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe notes to the unaudited condensed financial statements include a discussion of material events, if any, which have occurred subsequent to September 30, 2021 (referred to as “subsequent events”) through the date these unaudited condensed financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no material subsequent events have occurred that require additional adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
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 (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the period from August 28, 2020 through December 31, 2020 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2021.
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	The preparation of the unaudited condensed financial statements in conformity with U.S. 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 as of September 30, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020, respectively.
Investments held in trust account	The Company had $230,021,750 and no investments held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively.
Offering costs	Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and totaled $13,193,049, inclusive of $8,050,000 in deferred underwriting commissions and $340,929 in unpaid offering costs. Offering costs of $12,697,570 were related to the issuance of Class A common stock and charged to temporary equity and $495,479 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statement of operations.
Income taxes	The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Class A common stock subject to possible redemption	The Company accounts for its Class A common stock subject to possible redemption in accordance with ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features 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 September 30, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption value were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets (see Note 7). As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.
Net income (loss) per common share	The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s unaudited condensed statements of operations includes a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of net income (loss) per common share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Net income (loss) per common share, basic and diluted for Class A common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $2,647,323 and net loss of $190,446, respectively, by (ii) the weighted average number of shares of Class A common stock outstanding for the respective periods. Net income (loss) per common share, basic and diluted for Class F common stock for the three and nine months ended September 30, 2021 were calculated by dividing (i) the allocation of net income of $661,831 and net loss of $47,611, respectively, by (ii) the weighted average number of shares of Class F common stock outstanding for the respective periods. Net income (loss) per common share, basic and diluted for Class F common stock for the period from August 28, 2020 (inception) through September 30, 2020 were calculated by dividing (i) the net loss of $17,217 by (ii) the weighted average number of shares of Class F common stock outstanding for the respective period.
Concentration of credit risk	Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021 and December 31, 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant liabilities	The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date and any change in fair value is recorded in the Company’s unaudited condensed statements of operations. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly actual results could differ significantly from those estimates.
Recent accounting pronouncements	Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Changes and Error Corrections [Abstract]
Schedule of Restatements	The following presents a reconciliation of the condensed balance sheets, condensed statements of operations, condensed statements of changes in stockholders’ equity and condensed statements of cash flows from the prior periods previously reported to the restated amounts as of June 30, 2021 and March 31, 2021, for the three and six months ended June 30, 2021 and for the three months ended March 31, 2021. June 30, 2021 Condensed Balance Sheet Data (Unaudited) As previously reported Adjustments As restated Class A common stock subject to possible redemption (as previously reported: 20,050,994 shares subject to possible redemption) as restated: 23,000,000 shares subject to possible redemption $ 200,509,940 $ 29,490,060 $ 230,000,000 Class A common stock, $0.0001 par value; (as previously reported: 2,949,006 shares issued and outstanding) as restated: no shares issued and outstanding $ 295 $ (295) $ — Additional paid-in capital $ 8,566,094 $ (8,566,094) $ — Accumulated deficit $ (3,566,960) $ (20,923,671) $ (24,490,631) Total Stockholders’ Equity $ 5,000,004 $ (29,490,060) $ (24,490,056) For the three months ended June 30, 2021 Condensed Statement of Operations (Unaudited) As previously reported Adjustments As restated Basic and diluted net income (loss) per share, $ 0.00 $ (0.05) $ (0.05) Basic and diluted net income (loss) per share, $ (0.25) $ 0.20 $ (0.05) For the six months ended June 30, 2021 Condensed Statement of Operations (Unaudited) As previously reported Adjustments As restated Basic and diluted net income (loss) per share, $ 0.00 $ (0.12) $ (0.12) Basic and diluted net income (loss) per share, $ (0.62) $ 0.50 $ (0.12) For the three months ended June 30, 2021 Condensed Statement of Changes in Stockholders’ Equity (Unaudited) As previously reported Adjustments As restated Change in Class A common stock subject to possible redemption: Class A Shares 144,660 (144,660) — Class A Amount $ 15 $ (15) $ — Additional paid-in capital $ 1,446,585 $ (1,446,585) $ — Total Stockholders’ Equity $ 1,446,600 $ (1,446,600) $ — For the six months ended June 30, 2021 Condensed Statement of Cash Flows (Unaudited) As previously reported Adjustments As restated Supplemental disclosure of non-cash financing activities: Class A common stock subject to possible redemption $ 200,509,940 $ (200,509,940) $ — March 31, 2021 Condensed Balance Sheet Data (Unaudited) As previously reported Adjustments As restated Class A common stock subject to possible redemption (as previously reported: 20,195,654 shares subject to possible redemption) as restated: 23,000,000 shares subject to possible redemption $ 201,956,540 $ 28,043,460 $ 230,000,000 Class A common stock, $0.0001 par value; (as previously reported: 2,804,346 shares issued and outstanding) as restated: no shares issued and outstanding $ 280 $ (280) $ — Additional paid-in capital $ 7,119,509 $ (7,119,509) $ — Accumulated deficit $ (2,120,363) $ (20,923,671) $ (23,044,034) Total Stockholders’ Equity $ 5,000,001 $ (28,043,460) $ (23,043,459) For the three months ended March 31, 2021 Condensed Statement of Operations (Unaudited) As previously reported Adjustments As restated Basic and diluted net income (loss) per share, $ 0.00 $ (0.07) $ (0.07) Basic and diluted net income (loss) per share, $ (0.37) $ 0.30 $ (0.07) For the three months ended March 31, 2021 Condensed Statement of Changes in Stockholders’ Equity (Unaudited) As previously reported Adjustments As restated Sale of Units in Initial Public Offering, net of offering Class A Shares 23,000,000 (23,000,000) — Class A Amount $ 2,300 $ (2,300) $ — Additional paid-in capital $ 209,049,604 $ (209,049,604) $ — Total Stockholders’ Equity $ 209,051,904 $ (209,051,904) $ — Class A common stock subject to possible redemption: Class A Shares (20,195,654) 20,195,654 — Class A Amount $ (2,020) $ 2,020 $ — Additional paid-in capital $ (201,954,520) $ 201,954,520 $ — Total Stockholders’ Equity $ (201,956,540) $ 201,956,540 $ — Remeasurement of Class A common stock subject to possible redemption to redemption value: Additional paid-in capital $ — $ (24,425) $ (24,425) Accumulated deficit $ — $ (20,923,671) $ (20,923,671) Total Stockholders’ Equity $ — $ (20,948,096) $ (20,948,096) For the three months ended March 31, 2021 Condensed Statement of Cash Flows (Unaudited) As previously reported Adjustments As restated Supplemental disclosure of non-cash financing activities: Class A common stock subject to possible redemption $ 201,956,540 $ (201,956,540) $ —

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)	9 Months Ended
Warrant Liabilities (Tables)	Sep. 30, 2021
Equity [Abstract]
Schedule Of Warrant Liability	The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities as of December 31, 2020 $ — Initial measurement on January 7, 2021 - Initial Public Offering 18,246,721 Decrease in fair value of warrant liabilities (7,574,721) Warrant liabilities as of September 30, 2021 $ 10,672,000

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Schedule of Class A Ordinary Shares Reflected on the Balance Sheet	As of September 30, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Initial fair value of public warrant liability (8,250,526) Class A common stock offering costs (12,697,570) Plus: Remeasurement of Class A common stock subject to possible redemption to redemption value 20,948,096 Class A common stock subject to possible redemption $ 230,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. September 30, 2021 Fair Value Valuation Method Assets Investments held in Trust Account $ 230,021,750 Level 1 - Quoted prices in active markets for identical assets Liabilities Public Warrant liability $ 3,680,000 Level 1 - Quoted prices in active markets for identical liabilities Private Placement Warrant liability $ 6,992,000 Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities
Schedule of Warrant Liabilities and Fair Value Measurement Inputs and Valuation Techniques	The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on January 7, 2021 (1) - Initial Public Offering 9,996,195 8,250,526 18,246,721 Change in fair value (2)(3) (3,004,195) (4,570,526) (7,574,721) Fair value as of September 30, 2021 (4) $ 6,992,000 $ 3,680,000 $ 10,672,000 ___________________________ (1) Initial fair value for the Warrants on January 7, 2021, the date of the Company’s Initial Public Offering, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement: Input January 7, 2021 Risk-free interest rate 0.72 % Expected volatility 29.0 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants. (2) Changes in valuation are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations. (3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $4,784,000 during 2021. (4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of September 30, 2021: Input September 30, 2021 Risk-free interest rate 0.98 % Volatility 21.0 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. Volatility is based on the implied volatility of the Company’s Public Warrants, historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Income Tax (Tables)

Income Tax (Tables)	9 Months Ended
Income Tax (Tables)	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The Company’s net deferred tax asset is as follows: September 30, 2021 Deferred tax asset Organizational costs and net operating loss $ 1,037,579 Total deferred tax asset 1,037,579 Valuation allowance (1,037,579) Deferred tax asset, net of valuation allowance $ —
Schedule of Components of Income Tax Provision	The income tax provision consists of the following: September 30, 2021 Federal: Current $ — Deferred (1,033,432) State: Current — Deferred — Change in valuation allowance 1,033,432 Income tax provision $ —

Description of Organization a_2

Description of Organization and Business Operations (Details)	Jan. 07, 2023USD ($)$ / shares	Feb. 25, 2021shares	Jan. 07, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)
Class of Stock [Line Items]
Proceeds from Issuance Initial Public Offering			$ 230,000,000
Offering costs incurred			13,193,049
Deferred underwriting commissions			$ 8,050,000		$ 8,050,000	$ 8,050,000	$ 0
Number of shares in each unit (in shares) \| shares			1
Number of securities called by each warrant (in shares) \| shares			1		1	1
Redeemable warrants in each unit issued in public offering, ratio (per warrant)			0.2
Public warrant, class a common stock exercise price per share (in usd per share) \| $ / shares			$ 11.50		$ 11.50	$ 11.50
Proceeds received from issuance of Private Placement Warrants			$ 7,600,000	$ 0		$ 7,600,000
Initial fair value of warrant liabilities			$ 18,246,721
Loss on sale on fair value of excess of cash received for private placement warrants.				0	$ 0	2,396,195
Investment securities maturity period			185 days
Cash					$ 323,244	$ 323,244	$ 5,328
Minimum percentage of fair market value of business acquisition to assets in trust account					80.00%	80.00%
Minimum percentage of outstanding voting securities to be acquired for completion of business combination					50.00%	50.00%
Minimum net tangible assets to complete business combination					$ 5,000,001	$ 5,000,001
Percentage of public shares required to repurchase if business combination is not completed within specific period					100.00%	100.00%
Redemption period if business combination is not completed within specific period			10 days
Interest income				$ 0	$ 2,960	$ 21,750
Working capital deficit					$ 2,480,652	$ 2,480,652
Number of fractional warrants be issued (in warrants) \| shares		0
Recurring
Class of Stock [Line Items]
Initial fair value of warrant liabilities			$ 18,246,721
Subsequent Event
Class of Stock [Line Items]
Percentage of public shares required to repurchase if business combination is not completed within specific period	100.00%
Period from closing of public offering to complete business combination	24 months
Interest to pay dissolution expenses, maximum	$ 100,000
IPO
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) \| shares			23,000,000
Shares issued (in usd per share) \| $ / shares			$ 10		$ 10	$ 10
Public warrant, class a common stock exercise price per share (in usd per share) \| $ / shares			$ 11.50
Class of warrant or right, number of securities called by warrants (in shares)) \| shares					4,600,000	4,600,000
IPO \| Subsequent Event
Class of Stock [Line Items]
Shares issued (in usd per share) \| $ / shares	$ 10
Over-Allotment Option
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) \| shares			3,000,000
Private Placement
Class of Stock [Line Items]
Public warrant, class a common stock exercise price per share (in usd per share) \| $ / shares					$ 11.50	$ 11.50
Class of warrant or right, number of securities called by warrants (in shares)) \| shares			5,066,667		5,066,667	5,066,667
Price paid per share (in usd per share) \| $ / shares			$ 1.50
Loss on sale on fair value of excess of cash received for private placement warrants.			$ 2,396,195
Private Placement \| Recurring
Class of Stock [Line Items]
Initial fair value of warrant liabilities			$ 9,996,195
Common Class A
Class of Stock [Line Items]
Proceeds from Issuance Initial Public Offering						$ 230,000,000
Percentage of aggregate common shares that may be redeemed without prior consent					15.00%	15.00%
Common Class A \| Private Placement
Class of Stock [Line Items]
Public warrant, class a common stock exercise price per share (in usd per share) \| $ / shares			$ 11.50

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Narrative (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Aug. 27, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets to complete business combination	$ 5,000,001
Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		0	0	0
Common Class A \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)	0	0	0	0	0	0
As previously reported \| Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		2,949,006	2,804,346
As previously reported \| Common Class A \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)		2,949,006	2,804,346

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Financials (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Nov. 30, 2020	Aug. 27, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity, shares outstanding (in shares)		23,000,000				23,000,000	0
Additional paid-in capital		$ 0	$ 0	$ 0	$ 0	$ 0	$ 24,425
Accumulated deficit		(21,181,477)	(24,490,631)	(23,044,034)	(24,490,631)	(21,181,477)	(19,749)
Total Stockholders’ Equity	$ 7,783	(21,180,902)	(24,490,056)	(23,043,459)	(24,490,056)	(21,180,902)	5,251		$ 0
Change in Class A common stock subject to possible redemption			0	0
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				0
Accretion of Class A common stock to redemption value				(20,948,096)
Class A common stock subject to possible redemption				0	0
Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders’ Equity	24,425	0	0	0	0	0	24,425		0
Change in Class A common stock subject to possible redemption			0	0
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				0
Accretion of Class A common stock to redemption value				(24,425)
Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Stockholders’ Equity	$ (17,217)	$ (21,181,477)	$ (24,490,631)	(23,044,034)	$ (24,490,631)	$ (21,181,477)	$ (19,749)		$ 0
Accretion of Class A common stock to redemption value				$ (20,923,671)
Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity, shares outstanding (in shares)		23,000,000	23,000,000	23,000,000	23,000,000	23,000,000	0
Class A common stock subject to possible redemption		$ 230,000,000	$ 230,000,000	$ 230,000,000	$ 230,000,000	$ 230,000,000	$ 0
Common stock, par value (in usd per share)		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)			0	0	0		0
Common stock, shares outstanding (in shares)			0	0	0		0
Common stock		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Basic net income (loss) per share (in usd per share)		$ 0.12	$ (0.05)	$ (0.07)	$ (0.12)	$ (0.01)
Diluted net income (loss) per share (in usd per share)		$ 0.12	$ (0.05)	$ (0.07)	$ (0.12)	$ (0.01)
Common Class A \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)	0	0	0	0	0	0	0		0
Total Stockholders’ Equity	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
Change in Class A common stock subject to possible redemption (in shares)			0	0
Change in Class A common stock subject to possible redemption			$ 0	$ 0
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants (in shares)				0
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				$ 0
Common Class F
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value (in usd per share)		$ 0.0001				$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		5,750,000				5,750,000	5,750,000	5,750,000
Common stock, shares outstanding (in shares)		5,750,000				5,750,000	5,750,000	5,750,000
Common stock		$ 575				$ 575	$ 575
Basic net income (loss) per share (in usd per share)	$ 0	$ 0.12	$ (0.05)	$ (0.07)	$ (0.12)	$ (0.01)
Diluted net income (loss) per share (in usd per share)	$ 0	$ 0.12	$ (0.05)	$ (0.07)	$ (0.12)	$ (0.01)
Common Class F \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)	5,750,000	5,750,000	5,750,000	5,750,000	5,750,000	5,750,000	5,750,000		0
Total Stockholders’ Equity	$ 575	$ 575	$ 575	$ 575	$ 575	$ 575	$ 575		$ 0
As previously reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital			8,566,094	7,119,509	8,566,094
Accumulated deficit			(3,566,960)	(2,120,363)	(3,566,960)
Total Stockholders’ Equity			5,000,004	5,000,001	5,000,004
Change in Class A common stock subject to possible redemption			1,446,600	(201,956,540)
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				209,051,904
Accretion of Class A common stock to redemption value				0
Class A common stock subject to possible redemption				201,956,540	$ 200,509,940
As previously reported \| Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in Class A common stock subject to possible redemption			$ 1,446,585	(201,954,520)
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				209,049,604
Accretion of Class A common stock to redemption value				0
As previously reported \| Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A common stock to redemption value				$ 0
As previously reported \| Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity, shares outstanding (in shares)			20,050,994	20,195,654	20,050,994
Class A common stock subject to possible redemption			$ 200,509,940	$ 201,956,540	$ 200,509,940
Common stock, shares issued (in shares)			2,949,006	2,804,346	2,949,006
Common stock, shares outstanding (in shares)			2,949,006	2,804,346	2,949,006
Common stock			$ 295	$ 280	$ 295
Basic net income (loss) per share (in usd per share)			$ 0	$ 0	$ 0
Diluted net income (loss) per share (in usd per share)			$ 0	$ 0	$ 0
As previously reported \| Common Class A \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, shares issued (in shares)			2,949,006	2,804,346	2,949,006
Change in Class A common stock subject to possible redemption (in shares)			144,660	(20,195,654)
Change in Class A common stock subject to possible redemption			$ 15	$ (2,020)
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants (in shares)				23,000,000
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				$ 2,300
As previously reported \| Common Class F
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic net income (loss) per share (in usd per share)			$ (0.25)	$ (0.37)	$ (0.62)
Diluted net income (loss) per share (in usd per share)			$ (0.25)	$ (0.37)	$ (0.62)
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital			$ (8,566,094)	$ (7,119,509)	$ (8,566,094)
Accumulated deficit			(20,923,671)	(20,923,671)	(20,923,671)
Total Stockholders’ Equity			(29,490,060)	(28,043,460)	(29,490,060)
Change in Class A common stock subject to possible redemption			(1,446,600)	201,956,540
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				(209,051,904)
Accretion of Class A common stock to redemption value				(20,948,096)
Class A common stock subject to possible redemption				(201,956,540)	(200,509,940)
Adjustments \| Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in Class A common stock subject to possible redemption			(1,446,585)	201,954,520
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				(209,049,604)
Accretion of Class A common stock to redemption value				(24,425)
Adjustments \| Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A common stock to redemption value				(20,923,671)
Adjustments \| Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption			29,490,060	28,043,460	29,490,060
Common stock			$ (295)	$ (280)	$ (295)
Basic net income (loss) per share (in usd per share)			$ (0.05)	$ (0.07)	$ (0.12)
Diluted net income (loss) per share (in usd per share)			$ (0.05)	$ (0.07)	(0.12)
Adjustments \| Common Class A \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in Class A common stock subject to possible redemption (in shares)			(144,660)	20,195,654
Change in Class A common stock subject to possible redemption			$ (15)	$ 2,020
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants (in shares)				(23,000,000)
Sale of Units in Initial Public Offering, net of offering costs related to Class A common stock and initial fair value of Public Warrants				$ (2,300)
Adjustments \| Common Class F
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic net income (loss) per share (in usd per share)			$ 0.20	$ 0.30	0.50
Diluted net income (loss) per share (in usd per share)			$ 0.20	$ 0.30	$ 0.50

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Jan. 07, 2021	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Nov. 30, 2020
Accounting Policies [Abstract]
Cash equivalents			$ 0			$ 0	$ 0
Investments held in Trust Account			230,021,750			230,021,750	0
Deferred offering costs	$ 13,193,049
Deferred underwriting commissions payable	8,050,000		8,050,000			8,050,000	0
Deferred offering costs, unpaid	340,929
Offering costs attributed to issuance of Class A common stock	12,697,570
Offering costs related to warrant liabilities	$ 495,479	$ 0	0			495,479
Unrecognized tax benefits			0			0	0
Unrecognized tax benefits, accrued for interest and penalties			0			0	$ 0
Class of Stock [Line Items]
Net income (loss)		(17,217)	3,309,154	$ (1,446,597)	$ (2,100,614)	(238,057)
FDIC insured amount			$ 250,000			$ 250,000
Common Class A
Class of Stock [Line Items]
Temporary equity, shares issued (in shares)			23,000,000			23,000,000	0
Common stock, shares outstanding (in shares)				0	0		0
Common stock, shares issued (in shares)				0	0		0
Net income (loss)			$ 2,647,323			$ (190,446)
Common Class A \| Private Placement
Class of Stock [Line Items]
Securities excluded from the calculation of basic loss per ordinary share (in shares)						9,666,667
Common Class F
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)			5,750,000			5,750,000	5,750,000	5,750,000
Common stock, shares issued (in shares)			5,750,000			5,750,000	5,750,000	5,750,000
Net income (loss)		$ (17,217)	$ 661,831			$ (47,611)

Related Party Transactions (Det

Related Party Transactions (Details)	Jan. 07, 2021$ / sharesshares	Jan. 31, 2021USD ($)directorshares	Nov. 30, 2020USD ($)shares	Sep. 30, 2020USD ($)	Sep. 30, 2020USD ($)shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)day$ / sharesshares	Jun. 30, 2021shares	Mar. 31, 2021shares	Feb. 01, 2021shares	Jan. 06, 2021USD ($)	Dec. 31, 2020USD ($)shares
Related Party Transaction [Line Items]
Stock issued during period, new issues \| $				$ 25,000
Minimum number of trading days \| day							20
Consecutive trading day threshold \| day							30
Number of securities called by each warrant (in shares)	1					1	1
Exercise price per share (in usd per share) \| $ / shares	$ 11.50					$ 11.50	$ 11.50
Blackout trading period after completion of business combination	30 days
Note payable - related party \| $						$ 0	$ 0					$ 61,000
Working Capital Loan
Related Party Transaction [Line Items]
Working capital loans convertible to warrants, maximum \| $						$ 1,500,000	$ 1,500,000
Price paid per share (in usd per share) \| $ / shares						$ 1.50	$ 1.50
Working capital loans \| $						$ 0	$ 0					$ 0
Private Placement
Related Party Transaction [Line Items]
Class of warrant or right, number of securities called by warrants (in shares))	5,066,667					5,066,667	5,066,667
Exercise price per share (in usd per share) \| $ / shares						$ 11.50	$ 11.50
Price paid per share (in usd per share) \| $ / shares	$ 1.50
Sponsor
Related Party Transaction [Line Items]
Note payable - related party \| $											$ 61,000
Monthly related party fee for office space and related support services \| $		$ 20,000				$ 60,000	$ 177,419
Common Class F
Related Party Transaction [Line Items]
Stock issued during period, new issues (in shares)					8,625,000
Stock issued during period, new issues \| $					$ 25,000
Common stock, shares issued (in shares)			5,750,000			5,750,000	5,750,000					5,750,000
Common stock, shares outstanding (in shares)			5,750,000			5,750,000	5,750,000					5,750,000
Common Class F \| Sponsor
Related Party Transaction [Line Items]
Stock surrendered during period (in shares)			2,875,000
Stock surrendered during period \| $			$ 0
Common stock, shares issued (in shares)										5,700,000
Number of shares transferred (in shares)		50,000
Number of independent directors \| director		2
Common Class A
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)								0	0			0
Common stock, shares outstanding (in shares)								0	0			0
Conversion ratio	1					1	1
Common stock trigger price (in usd per share) \| $ / shares							$ 12
Common Class A \| Private Placement
Related Party Transaction [Line Items]
Exercise price per share (in usd per share) \| $ / shares	$ 11.50
Maximum \| Common Class F
Related Party Transaction [Line Items]
Number of shares to be forfeited if overallotment option is not exercised (in shares)	750,000
Maximum \| Common Class F \| Sponsor
Related Party Transaction [Line Items]
Number of shares to be forfeited if overallotment option is not exercised (in shares)					750,000
Minimum
Related Party Transaction [Line Items]
Minimum number of days after initial Business Combination \| day							150

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jan. 07, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)demand	Dec. 31, 2020USD ($)
Class of Stock [Line Items]
Underwriting agreement, option period	45 days
Underwriting discount (in usd per share) \| $ / shares	$ 0.20
Underwriting discount paid \| $	$ 4,600,000
Deferred underwriting discount (in usd per share) \| $ / shares	$ 0.35
Deferred underwriting commissions \| $	$ 8,050,000	$ 8,050,000	$ 0
Over-Allotment Option
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) \| shares	3,000,000
Maximum
Class of Stock [Line Items]
Number of demands \| demand		3

Warrant Liabilities - Narrative

Warrant Liabilities - Narrative (Details)	9 Months Ended
Warrant Liabilities - Narrative (Details)	Sep. 30, 2021day$ / sharesshares	Jan. 07, 2021$ / sharesshares
Class of Stock [Line Items]
Number of securities called by each warrant (in shares) \| shares	1	1
Public warrant, class a common stock exercise price per share (in usd per share)	$ 11.50	$ 11.50
Public warrants, exercise period following business combination	30 days
Public warrants, exercise period following IPO	12 months
Warrants, expiration period	5 years
Restriction period for transfer, assignment or sale	30 days
Redemption price per warrant (in usd per warrant)	$ 0.01
Number of days for written notice of redemption	30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share)	$ 18
Minimum number of trading days \| day	20
Consecutive trading day threshold \| day	30
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in usd per share)	$ 9.20
Percentage of warrant exercise price adjusted to price received in new issuance	115.00%
Class A Common Stock Equals or Exceeds, $18.00
Class of Stock [Line Items]
Target share price of warrants or rights for redemption (in usd per share)	$ 18
Minimum number of trading days \| day	20
Consecutive trading day threshold \| day	30
Common Class A
Class of Stock [Line Items]
Redemption price per warrant (in usd per warrant)	$ 0.10
Number of days for written notice of redemption	30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share)	$ 10
Common Class A \| Class A Common Stock Equals or Exceeds, $10.00
Class of Stock [Line Items]
Target share price of warrants or rights for redemption (in usd per share)	$ 10
Redemption of public warrants, waiting period after warrants become exercisable	90 days
IPO
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants (in shares)) \| shares	4,600,000
Public warrant, class a common stock exercise price per share (in usd per share)		$ 11.50
Private Placement Warrants
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants (in shares)) \| shares	5,066,667	5,066,667
Public warrant, class a common stock exercise price per share (in usd per share)	$ 11.50
Private Placement Warrants \| Common Class A
Class of Stock [Line Items]
Public warrant, class a common stock exercise price per share (in usd per share)		$ 11.50

Warrant Liabilities - Changes i

Warrant Liabilities - Changes in fair value of warrant liabilities (Details) - USD ($)	Jan. 07, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Fair Value Adjustment of Warrants [Roll Forward]
Warrant liability, beginning of period				$ 0
Initial measurement	$ 18,246,721
Decrease in fair value of warrant liabilities		$ 0	$ (3,664,000)	(7,574,721)
Warrant liability, end of period			$ 10,672,000	$ 10,672,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Narrative (Details)	Sep. 30, 2021vote$ / sharesshares	Jun. 30, 2021shares	Mar. 31, 2021shares	Dec. 31, 2020shares
Common Stock Subject to Possible Redemption [Line Items]
Temporary equity, shares outstanding (in shares)	23,000,000			0
Common Class A
Common Stock Subject to Possible Redemption [Line Items]
Shares authorized (in shares)	500,000,000
Par value (in dollars per share) \| $ / shares	$ 0.0001
Temporary equity, number of votes per share \| vote	1
Temporary equity, shares outstanding (in shares)	23,000,000	23,000,000	23,000,000	0
Shares issued (in shares)	23,000,000			0

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Class A Ordinary Shares Reflected on the Balance Sheet (Details) - USD ($)	Jan. 07, 2021	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Common Stock Subject to Possible Redemption [Line Items]
Gross proceeds	$ 230,000,000
Initial fair value of public warrant liability			$ (10,672,000)			$ 0
Payment of offering costs		$ 0	(122,050)
Common Class A
Common Stock Subject to Possible Redemption [Line Items]
Gross proceeds			230,000,000
Payment of offering costs			(12,697,570)
Remeasurement of Class A common stock subject to possible redemption to redemption value			20,948,096
Class A common stock subject to possible redemption			230,000,000	$ 230,000,000	$ 230,000,000	$ 0
Common Class A \| Public
Common Stock Subject to Possible Redemption [Line Items]
Initial fair value of public warrant liability			$ (8,250,526)

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Sep. 30, 2021vote$ / sharesshares	Jun. 30, 2021$ / sharesshares	Mar. 31, 2021$ / sharesshares	Jan. 07, 2021	Dec. 31, 2020$ / sharesshares	Nov. 30, 2020shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, par value (in usd per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	0				0
Preferred stock, shares outstanding (in shares)	0				0
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	500,000,000				200,000,000
Common stock, par value (in usd per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, number of votes per share \| vote	1
Common stock and temporary equity, shares, issued (in shares)	23,000,000				0
Common stock and temporary equity, shares, outstanding (in shares)	23,000,000				0
Conversion ratio	1			1
Common stock, shares issued (in shares)		0	0		0
Common stock, shares outstanding (in shares)		0	0		0
Common Class F
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	50,000,000				20,000,000
Common stock, par value (in usd per share) \| $ / shares	$ 0.0001				$ 0.0001
Common stock, number of votes per share \| vote	1
Common stock, shares issued (in shares)	5,750,000				5,750,000	5,750,000
Common stock, shares outstanding (in shares)	5,750,000				5,750,000	5,750,000
Percentage of total common stock outstanding upon completion of initial public offering	20.00%

Fair Value Measurements - Measu

Fair Value Measurements - Measured on a recurring basis (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets
Investments held in Trust Account	$ 230,021,750	$ 0
Liabilities
Warrant liabilities	10,672,000	0
Recurring
Liabilities
Warrant liabilities	10,672,000	0
Recurring \| Level 1
Assets
Investments held in Trust Account	230,021,750
Recurring \| Level 1 \| Public Warrants
Liabilities
Warrant liabilities	3,680,000	0
Recurring \| Level 3 \| Private Placement Warrants
Liabilities
Warrant liabilities	$ 6,992,000	$ 0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in fair value of warrant liabilities (Details) - USD ($)	Jan. 07, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period				$ 0
Initial fair value of warrant liabilities	$ 18,246,721
Change in fair value		$ 0	$ (3,664,000)	(7,574,721)
Warrant liability, end of period			10,672,000	10,672,000
Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period				0
Initial fair value of warrant liabilities	18,246,721
Change in fair value				(7,574,721)
Warrant liability, end of period			10,672,000	10,672,000
Private Placement Warrants \| Recurring
Warrant Liabilities [Roll Forward]
Initial fair value of warrant liabilities	9,996,195
Private Placement Warrants \| Level 3 \| Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period				0
Initial fair value of warrant liabilities	9,996,195
Change in fair value				(3,004,195)
Warrant liability, end of period			6,992,000	6,992,000
Public Warrants \| Level 1 \| Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period				0
Initial fair value of warrant liabilities	$ 8,250,526
Change in fair value				(4,570,526)
Warrant liability, end of period			$ 3,680,000	$ 3,680,000

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative information related to warrant liability (Details)	Mar. 31, 2021USD ($)	Jan. 07, 2021$ / shares	Sep. 30, 2021$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input, term		6 years
Exercise price per share (in usd per share)		$ 11.50	$ 11.50
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input, term			6 years
Exercise price per share (in usd per share)			$ 11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.0072
Risk-free interest rate \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			0.0098
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.290
Expected volatility \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			0.210
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0
Dividend yield \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			0
Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Transfers out of level 3 \| $	$ 4,784,000

Income Tax - Deferred Income Ta

Income Tax - Deferred Income Tax Asset (Details)	Sep. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Organizational costs and net operating loss	$ 1,037,579
Total deferred tax asset	1,037,579
Valuation allowance	(1,037,579)
Deferred tax asset, net of valuation allowance	$ 0

Income Tax - Income Tax Provisi

Income Tax - Income Tax Provision (Details)	9 Months Ended
Income Tax - Income Tax Provision (Details)	Sep. 30, 2021USD ($)
Federal:
Current	$ 0
Deferred	(1,033,432)
State:
Current	0
Deferred	0
Change in valuation allowance	1,033,432
Income tax provision	$ 0