Liberty Media Acquisition Corp - Series A (LMACA) 10-Q/A30 Mar 222021 Q2 Quarterly report (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Feb. 28, 2022
Document and Entity Information
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-39920
Entity Registrant Name	LIBERTY MEDIA ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3809075
Entity Address, Address Line One	12300 Liberty Boulevard
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5800
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001831992
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	true
Amendment Description	Liberty Media Acquisition Corporation (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Original 10-Q”).
Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant
Trading Symbol	LMACU
Security Exchange Name	NASDAQ
Series A common stock
Document and Entity Information
Title of 12(b) Security	Series A common stock, par value $0.0001 per share
Trading Symbol	LMACA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		57,500,000
Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50
Trading Symbol	LMACW
Security Exchange Name	NASDAQ
Series F common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		14,375,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 557,211
Prepaid expenses and other current assets	734,774
Deferred offering costs associated with IPO		$ 797,479
Total current assets	1,291,985	797,479
Cash and marketable securities held in Trust Account	575,024,421
Prepaid expenses and other assets	396,596
Total assets	576,713,002	797,479
Current liabilities:
Accounts payable and accrued expenses	386,156	619,296
Sponsor loans (note 4)	241,520	154,483
Other current liabilities	258,480
Total current liabilities	886,156	773,779
Noncurrent liabilities:
Deferred offering costs	20,125,000
Total liabilities	84,646,381	773,779
Commitments and contingencies (note 5)
Common stock subject to possible redemption, 57,500,000 shares at redemption value	575,024,421
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	23,562	23,562
Accumulated deficit	(82,982,800)	(1,300)
Total stockholders' equity (deficit)	(82,957,800)	23,700
Total liabilities and stockholders' equity (deficit)	576,713,002	797,479
Public Warrants
Noncurrent liabilities:
Warrants	25,204,550
Forward Purchase Agreement
Noncurrent liabilities:
Warrants	15,676,675
Private Placement Warrants
Noncurrent liabilities:
Warrants	22,754,000
Series A common stock
Stockholders' equity (deficit):
Common stock
Series B common stock
Stockholders' equity (deficit):
Common stock
Series C common stock
Stockholders' equity (deficit):
Common stock
Series F common stock
Stockholders' equity (deficit):
Common stock	$ 1,438	$ 1,438

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Jan. 21, 2021	Jan. 20, 2021	Dec. 31, 2020
Common stock shares subject to possible redemption	57,500,000			57,500,000
Preferred stock, par value	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000		50,000,000
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Series A common stock
Common stock shares subject to possible redemption	57,500,000			57,500,000
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000	2,000,000,000	3,000,000,000
Common stock, shares issued	0			0
Series B common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000	300,000,000	1,000,000,000
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
Series C common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	5,000,000,000	5,000,000,000		5,000,000,000
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
Series F common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000		200,000,000
Common stock, shares issued	14,375,000			14,375,000
Common stock, shares outstanding	14,375,000			14,375,000

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	3 Months Ended	6 Months Ended
Condensed Statement of Operations - USD ($)	Jun. 30, 2021	Jun. 30, 2021
General, administrative and formation costs	$ (740,987)	$ (1,592,088)
Loss from operations	(740,987)	(1,592,088)
Other income (expense)
Interest income on marketable securities held in Trust Account	14,338	24,421
Realized and unrealized gains (losses), net	25,674,947	(30,741,113)
Total other income (expense)	25,689,285	(30,716,692)
Net earnings (loss)	$ 24,948,298	$ (32,308,780)
Series A common stock
Other income (expense)
Basic net earnings (loss) per share	$ 0.35	$ (1.30)
Diluted net earnings (loss) per share	0.35	(1.30)
Series F common stock
Other income (expense)
Basic net earnings (loss) per share	0.35	(1.30)
Diluted net earnings (loss) per share	$ 0.35	$ (1.30)

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	6 Months Ended
Condensed Statement of Cash Flows	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net earnings (loss)	$ (32,308,780)
Adjustments to reconcile net loss to net cash used in operating activities:
Realized and unrealized (gains) losses, net	30,741,113
Changes in current assets and current liabilities:
Prepaid and other assets	(1,155,791)
Accounts payable	(233,140)
Net cash used in operating activities	(2,956,598)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(575,000,000)
Net cash used in investing activities	(575,000,000)
Cash Flows from Financing Activities:
Proceeds from Issuance of Initial Public Offering	575,000,000
Proceeds from private placement	15,000,000
Payments of offering costs	(11,831,708)
Borrowings (payments) on Sponsor loans, net	345,517
Net cash provided by financing activities	578,513,809
Net Change in Cash	557,211
Cash - End of period	557,211
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' costs	$ 20,125,000

Condensed Statements of Stockho

Condensed Statements of Stockholders Equity (Deficit) - USD ($)	Common StockSeries F common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 1,438	$ 23,562	$ (1,300)	$ 23,700
Stockholder's equity rollforward
Net earnings (loss)			(32,308,780)	(32,308,780)
Measurement adjustment on redeemable common stock			(50,672,720)	(50,672,720)
Balance at Jun. 30, 2021	1,438	23,562	(82,982,800)	(82,957,800)
Balance at Mar. 31, 2021	1,438	23,562	(107,916,760)	(107,891,760)
Stockholder's equity rollforward
Net earnings (loss)			24,948,298	24,948,298
Measurement adjustment on redeemable common stock			(14,338)	(14,338)
Balance at Jun. 30, 2021	$ 1,438	$ 23,562	$ (82,982,800)	$ (82,957,800)

Organization and Business Opera

Organization and Business Operations	6 Months Ended
Organization and Business Operations	Jun. 30, 2021
Organization and Business Operations
Organization and Business Operations	(1) Organization and Business Operations Organization and General Liberty Media Acquisition Corporation (the "Company") is a blank check company incorporated in Delaware on November 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar initial business combination with one or more businesses. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On January 21, 2021, the Company filed a restated certificate of incorporation to increase its authorized shares of Series A common stock from 2 billion shares to 3 billion shares and Series B Common Stock from 300 million shares to 1 billion shares. The Company’s authorized Series C Common Stock remains at 5 billion shares; Series F Common stock remains at 200 million shares and Preferred Stock remains at 50 million shares. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from inception through June 30, 2021 relates to the Company's formation and the initial public offering ("IPO"), which is described below, and from the IPO date relates to the Company’s search for potential target businesses. The Company will not generate any operating revenue until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO, and non-operating unrealized gains and losses related to derivative instruments initially recorded at the IPO date. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s IPO was declared effective on January 21, 2021 (the "Effective Date"). On January 26, 2021, the Company consummated the IPO of 57,500,000 units, each consisting of one share of Series A common stock of the Company and one Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial business combination. The Company’s initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of signing an agreement to enter into an initial business combination. However, the Company will only complete an initial business combination if the post-business combination 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an initial business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by Delaware Law or stock exchange rule, the decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption have been recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will have until January 26, 2023 to consummate an initial business combination (the "Combination Period"). However, if the Company is unable to complete an initial business combination within the Combination Period or 27 months from the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by January 26, 2023 (an “agreement in principle event”), the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the prospectus filed on January 25, 2021 with the U.S. Securities and Exchange Commission (the “SEC”), and then seek to dissolve and liquidate. The Company’s sponsor, Liberty Media Acquisition Sponsor, LLC (the “Sponsor”), and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in note 4), Private Placement Warrants and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $557,211 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial business combination, and is restricted for use either in an initial business combination or to redeem common stock. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor under the Note (as defined in note 4) in an aggregate amount of $169,933 and the remaining net proceeds from the IPO, the sale of Private Placement Warrants, and borrowings under the Working Capital Loan with the Sponsor (as defined in note 4). The Company anticipates that the $557,211 outside of the Trust Account as of June 30, 2021, and the unused portion of the Working Capital Loans (as defined in note 4) will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the condensed interim financial statements, assuming that an initial business combination is not consummated during that time. Until consummation of its initial business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Sponsor, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the initial business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor and/or third parties. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on January 25, 2021. Since the Company was formed on November 6, 2020, these financial statements do not include comparative statements. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. Cash and Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were substantially held in marketable securities and invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of: (1) the consummation of the initial business combination; (2) the redemption of any Series A Common Stock properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemptions in connection with the initial business combination or to redeem 100% of its Series A Common Stock if the Company does not complete its initial business combination within the Combination Period (or 27 months if an agreement in principle event has occurred) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Series A Common Stock if it is unable to complete its initial business combination within the Combination Period (or 27 months if an agreement in principle event has occurred), subject to applicable law. During the three and six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity Net Earnings (Loss) per Share The Company applies the two-class method in calculating earnings (loss) per share. The Company has not considered the effect of warrants sold in the IPO and the private placement to purchase an aggregate 21.5 million shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net earnings (loss) per common share is the same as basic net earnings (loss) per common share for the periods presented. Basic and diluted net earnings (loss) attributable to shareholders is calculated by adding the adjustment to the Series A redeemable common stock that is recorded directly to retained earnings (deficit) from net earnings (loss). Net earnings (loss) attributable to shareholders is allocated to the Series A redeemable common stock and the Series F non-redeemable common stock on a weighted average shares outstanding pro rata basis. Below is a reconciliation of the net earnings (loss) per common share: Three months Six months ended ended June 30, June 30, 2021 2021 Net earnings (loss) $ 24,948,298 (32,308,780) Adjustment to Redeemable Series A Common Stock (14,338) (50,672,720) Net earnings (loss) attributable to shareholders $ 24,933,960 (82,981,500) Redeemable Series A Common Stock Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock $ 19,947,168 (64,585,168) Denominator: Basic diluted 57,500,000 49,558,011 Basic diluted $ 0.35 (1.30) Non-Redeemable Series F Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Class F Common Stock $ 4,986,792 (18,396,332) Denominator: Basic diluted 14,375,000 14,116,022 Basic diluted $ 0.35 (1.30) Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Description Level 2021 Marketable securities held in Trust Account 1 $ 575,024,421 Public Warrants 1 $ 25,204,550 Forward Purchase Agreement 2 $ 15,676,675 Private Placement Warrants 2 $ 22,754,000 Conversion feature of Working Capital Loan 2 $ 258,480 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. The Public Warrants (as defined in note 4) were originally valued using a Monte-Carlo simulation model using observable market data as significant inputs and were previously considered a Level 2 fair value at the IPO date. However, as of June 30, 2021, the value of the Public Warrants is based on quoted market prices considered to be traded on “active markets” and accordingly are reported in the foregoing table as Level 1 fair value. The fair value of the Forward Purchase Agreement (as defined in note 4) is calculated as the difference between the present value of the aggregate $250,000,000 commitment and the fair value of the common stock and warrants to be issued pursuant to the Forward Purchase Agreement, based on the public trading price of the Units issued in the Company’s IPO. The fair value of the Private Placement Warrants is reported in the foregoing table as Level 2 fair value. The fair value of the Private Placement Warrants was derived from a Black-Scholes option pricing model using observable market data as the significant inputs. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, and the expected term. Expected stock price volatility is based on a combination of implied and historical volatility of a group of comparable publicly traded companies. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. 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. 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. The fair value of the Public Warrants was determined using the close price as of the reporting date. The fair value of the Private Placement Warrants was estimated at June 30, 2021 using the following assumptions: Estimated dividend yield 0.00% Expected volatility 28% Risk-free interest rate 1.41% Expected term (years) 5 The Company recognized an unrealized gain of $25,674,947 and an unrealized loss of $30,741,113 for the three and six months ended June 30, 2021, respectively, related to the Private Placement Warrants, Forward Purchase Agreement and Public Warrants. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Public Warrants Although initially issued as a Unit, the Series A common stock and Public Warrants became separately tradeable on March 15, 2021. Therefore, the Public Warrants are legally detachable and separately exercisable from the Series A common stock issued as part of the Units and meet the definition of a freestanding financial instrument. The Public Warrants are liability classified because they did not meet the criteria to be considered indexed to the Company’s own stock based on certain provisions contained in the related warrant agreement. The Company measures the Public Warrants at fair value on a recurring basis with changes in fair value recognized in the condensed statements of operations in the realized and unrealized gains (losses), net line item. Private Placement Warrants The Private Placement Warrants are nearly identical to that of the Public Warrants with the primary difference being that the Private Placement Warrants are not redeemable by the Company. The Private Placement Warrants are liability classified because they did not meet the criteria to be considered indexed to the Company’s own stock based on certain provisions contained in the warrant agreement. The Company measures the Private Placement Warrants at fair value on a recurring basis with changes in fair value recognized in condensed statements of operations in the realized and unrealized gains (losses), net line item. Forward Purchase Agreement The Forward Purchase Agreement requires the Company to sell 25,000,000 shares of Series B common stock and 5,000,000 Forward Purchase Warrants to acquire shares of Series A common stock for aggregate proceeds of $250,000,000 contemporaneously with the completion of an initial business combination. At the IPO date, we determined that the Forward Purchase Agreement was a liability, with a fair value of $374,532. The Company measures the Forward Purchase Agreement at fair value on a recurring basis with changes in fair value recognized in the statements of operations in the realized and unrealized gains (losses), net line item. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	6 Months Ended
Restatement of Previously Issued Financial Statements	Jun. 30, 2021
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	(3) Restatement of Previously Issued Financial Statements On March 23, 2022, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued unaudited financial statements for the quarter ended June 30, 2021, which were included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on July 16, 2021. Considering such restatement, the Company concluded that such unaudited financial statements should no longer be relied upon. The Company determined that it needed to account for the Forward Purchase Agreement (as defined in note 4) as a single freestanding financial instrument versus two freestanding financial instruments under which the equity to be issued would get equity treatment and the underlying warrants to be issued were accounted for in accordance with the guidance contained in ASC Topic 815, Derivatives and Hedging The impact of the restatement, described above, and other immaterial adjustments on the Company’s unaudited condensed balance sheet as of June 30, 2021, the unaudited condensed statement of operations for the three and six months ended June 30, 2021; and the unaudited condensed statement of cash flows for the six months ended June 30, 2021 are reflected in the following table: As previously reported Adjustments As restated Condensed Balance Sheet as of June 30, 2021 Total current liabilities $ 728,371 157,785 886,156 Forward Purchase Agreement $ 2,708,500 12,968,175 15,676,675 Total liabilities $ 71,520,421 13,125,960 84,646,381 Accumulated deficit $ (69,856,840) (13,125,960) (82,982,800) Total stockholders’ equity (deficit) $ (69,831,840) (13,125,960) (82,957,800) Condensed Statement of Operations for the three months ended June 30, 2021 Loss from operations $ (703,215) (37,772) (740,987) Realized and unrealized gains (losses), net $ 27,412,950 (1,738,003) 25,674,947 Total other income (expense) $ 27,427,288 (1,738,003) 25,689,285 Net earnings (loss) $ 26,724,073 (1,775,775) 24,948,298 Basic and diluted earnings $ — 0.35 0.35 Basic diluted earnings $ 1.86 (1.51) 0.35 Condensed Statement of Operations for the six months ended June 30, 2021 Loss from operations $ (1,434,303) (157,785) (1,592,088) Realized and unrealized gains (losses), net $ (17,772,938) (12,968,175) (30,741,113) Total other income (expense) $ (17,748,517) (12,968,175) (30,716,692) Net earnings (loss) $ (19,182,820) (13,125,960) (32,308,780) Basic and diluted earnings $ — (1.30) (1.30) Basic diluted earnings $ (1.36) 0.06 (1.30) Condensed Statement of Cash Flows for the six months ended June 30, 2021 Net earnings (loss) $ (19,182,820) (13,125,960) (32,308,780) Realized and unrealized (gains) losses, net $ 17,772,938 12,968,175 30,741,113 Changes in accounts payable $ (390,925) 157,785 (233,140)

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions
Related Party Transactions	(4) Related Party Transactions Founder Shares On November 6, 2020, the Sponsor purchased 17,250,000 shares of the Company’s Series F common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On November 18, 2020, the Sponsor contributed an aggregate of 2,875,000 Founder Shares to the Company’s capital for no consideration resulting in the Sponsor holding an aggregate of 14,375,000 Founder Shares, including 1,875,000 Founder Shares that were subject to forfeiture for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 1,875,000 Founder Shares are no longer subject to forfeiture. Private Placement Warrants Substantially concurrent with the closing of the IPO, the Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants at a price of $1.50 per warrant ($15,000,000 in the aggregate). The difference between these proceeds and the $17,500,000 fair value of the Private Placement Warrants at the IPO date was recorded to realized and unrealized gains (losses), net in the condensed statements of operations. Each Private Placement Warrant is exercisable to purchase one share of Series A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) under which the Sponsor (the “Forward Purchaser’’) obtained the right to acquire 25,000,000 forward purchase units (each, a “Forward Purchase Unit’’) for $250,000,000, in the aggregate, in connection with the Company's initial business combination. Each Forward Purchase Unit will consist of one share of Series B common stock (the “Forward Purchase Shares”), and one In addition, the Forward Purchaser has reserved the right to provide incremental funding to the Company in connection with the Company’s initial business combination by purchasing additional shares of Series B common stock at a purchase price of $10.00 per share, which shares would be sold in a private placement substantially concurrent with the closing of the initial business combination. An investor rights agreement whose terms are incorporated in the Forward Purchase Agreement also provides that the Sponsor is entitled to registration rights with respect to the Forward Purchase Warrants and the shares of common stock issuable upon exercise of the Forward Purchase Warrants or upon conversion of the Series B common stock. In addition, the investor rights agreement provides that upon certain issuances of equity securities by the Company (other than issuances due to the exercise of warrants) (each such issuance, a “Triggering Event”), the Sponsor has certain contractual preemptive rights which are intended to allow the Sponsor to maintain its percentage ownership interest in the Company’s common stock and voting stock. Services Agreement and Facilities Sharing Agreement The Company entered into agreements that require the Company to pay Liberty Media Corporation (“LMC”) a total of $91,666 per month for office space, administrative and support services. In addition, each independent director will receive annual cash compensation of $75,000. The Sponsor, officers and directors of the Company, and LMC and its subsidiaries will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Promissory Note and Related Party Loans On November 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021 and the completion of the IPO. On January 26, 2021, the outstanding balance on the Note of $169,933 was fully repaid. In addition, in order to finance transaction costs in connection with an initial business combination, the Sponsor, LMC and its subsidiaries or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On April 15, 2021, the Company put in place a Working Capital Loan of $2,500,000 with the Sponsor. As of June 30, 2021, the Company had borrowed $500,000 under the Working Capital Loan. The Company concluded that the Working Capital Loan is a debt host with a conversion feature which is considered a derivative instrument required to be bifurcated. The conversion feature will be measured at fair value (Level 2) each period with the change in fair value recorded through the realized and unrealized (gains) losses, net line item in the accompanying statements of operations. The debt balance will be accreted up to its par value using the effective interest rate method from the initial borrowing date to expected maturity. As of June 30, 2021, the unamortized discount was $258,480. The maturity date is the expected date of the initial business combination and therefore the conversion feature liability and the debt have been classified as current as of June 30, 2021. The conversion feature has been included in the other current liabilities line item on the condensed balance sheet.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	(5) Commitments and Contingencies Registration Rights The holders of the Founder Shares, Forward Purchase Shares, Forward Purchase Warrants, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Series A common stock issuable upon the exercise of the Forward Purchase Warrants, Private Placement Warrants or warrants issued upon the conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights with respect to the Private Placement Warrants, Forward Purchase Warrants, warrants issued upon conversion of Working Capital Loans, if any, warrants purchased by them in the open market, and shares of Series A common stock purchased by them in the open market or issuable upon (1) conversion of the Founder Shares, (2) exercise of the Private Placement Warrants, (3) conversion of the Forward Purchase Shares and shares of Series B common stock purchased in connection with our initial business combination (if any), (4) exercise of the Forward Purchase Warrants, and (5) exercise of warrants issued upon conversion of Working Capital Loans, if any, pursuant to an investor rights agreement entered into at the closing of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands in any 12-month period, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The holders will also have registration rights in connection with certain hedging and financing transactions that they may enter into with respect to these securities. However, the investor rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Following the consummation of the initial business combination, the Sponsor will have certain rights to maintain its proportionate interest in the Company’s common stock or voting stock by purchasing additional shares as a result of certain issuances by the Company. Upon certain events, our Sponsor will have the right to purchase such equity securities issuable in connection with the events which will, when added to the issued and outstanding common shares beneficially owned by LMC and its wholly owned subsidiaries immediately prior to the events, result in the Sponsor and LMC and its permitted transferees maintaining their percentage ownership of the Company's outstanding voting stock in the case of issuances of voting stock and other securities convertible, exercisable or exchangeable for voting stock, and maintaining their percentage ownership of the Company's outstanding common stock in the case of issuances of nonvoting stock or other securities convertible, exercisable or exchangeable for nonvoting stock. Such right will not be applicable to the issuance of shares upon the exercise of Public Warrants or Private Placement Warrants which are outstanding prior to or issued in connection with the Company’s initial business combination. Underwriting Agreement On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $11,500,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $20,125,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Stockholder's Equity

Stockholder's Equity	6 Months Ended
Stockholder's Equity	Jun. 30, 2021
Stockholder's Equity
Stockholder's Equity	(6) Stockholder’s Equity Preferred Stock outstanding Series A Common Stock— issued Series B Common Stock— outstanding Series C Common Stock— Series F Common Stock— issued Warrants basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Series A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Series A common stock or equity-linked securities, excluding Forward Purchase Units, for capital raising purposes in connection with the consummation of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Series A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or LMC and its subsidiaries, without taking into account any Founder Shares held by the Sponsor or LMC and its subsidiaries, as applicable) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances, excluding the Forward Purchase Units, represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Series A common stock during the 20 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Series 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 an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Series A common stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ' prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Series A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Series A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Series A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Series A common stock (defined below) over the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of shares of Series A common stock underlying the warrants. Redemption of warrants when the price per share of Series A common stock equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Series A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Series A common stock; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of our Series A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Series 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. The “fair market value” of our Series A common stock for the above purpose shall mean the volume weighted average price of our Series A common stock during the 10 one 10 In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on January 25, 2021. Since the Company was formed on November 6, 2020, these financial statements do not include comparative statements. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were substantially held in marketable securities and invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of: (1) the consummation of the initial business combination; (2) the redemption of any Series A Common Stock properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemptions in connection with the initial business combination or to redeem 100% of its Series A Common Stock if the Company does not complete its initial business combination within the Combination Period (or 27 months if an agreement in principle event has occurred) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Series A Common Stock if it is unable to complete its initial business combination within the Combination Period (or 27 months if an agreement in principle event has occurred), subject to applicable law. During the three and six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity
Net Earnings (Loss) per Share	Net Earnings (Loss) per Share The Company applies the two-class method in calculating earnings (loss) per share. The Company has not considered the effect of warrants sold in the IPO and the private placement to purchase an aggregate 21.5 million shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net earnings (loss) per common share is the same as basic net earnings (loss) per common share for the periods presented. Basic and diluted net earnings (loss) attributable to shareholders is calculated by adding the adjustment to the Series A redeemable common stock that is recorded directly to retained earnings (deficit) from net earnings (loss). Net earnings (loss) attributable to shareholders is allocated to the Series A redeemable common stock and the Series F non-redeemable common stock on a weighted average shares outstanding pro rata basis. Below is a reconciliation of the net earnings (loss) per common share: Three months Six months ended ended June 30, June 30, 2021 2021 Net earnings (loss) $ 24,948,298 (32,308,780) Adjustment to Redeemable Series A Common Stock (14,338) (50,672,720) Net earnings (loss) attributable to shareholders $ 24,933,960 (82,981,500) Redeemable Series A Common Stock Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock $ 19,947,168 (64,585,168) Denominator: Basic diluted 57,500,000 49,558,011 Basic diluted $ 0.35 (1.30) Non-Redeemable Series F Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Class F Common Stock $ 4,986,792 (18,396,332) Denominator: Basic diluted 14,375,000 14,116,022 Basic diluted $ 0.35 (1.30)
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Description Level 2021 Marketable securities held in Trust Account 1 $ 575,024,421 Public Warrants 1 $ 25,204,550 Forward Purchase Agreement 2 $ 15,676,675 Private Placement Warrants 2 $ 22,754,000 Conversion feature of Working Capital Loan 2 $ 258,480 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. The Public Warrants (as defined in note 4) were originally valued using a Monte-Carlo simulation model using observable market data as significant inputs and were previously considered a Level 2 fair value at the IPO date. However, as of June 30, 2021, the value of the Public Warrants is based on quoted market prices considered to be traded on “active markets” and accordingly are reported in the foregoing table as Level 1 fair value. The fair value of the Forward Purchase Agreement (as defined in note 4) is calculated as the difference between the present value of the aggregate $250,000,000 commitment and the fair value of the common stock and warrants to be issued pursuant to the Forward Purchase Agreement, based on the public trading price of the Units issued in the Company’s IPO. The fair value of the Private Placement Warrants is reported in the foregoing table as Level 2 fair value. The fair value of the Private Placement Warrants was derived from a Black-Scholes option pricing model using observable market data as the significant inputs. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, and the expected term. Expected stock price volatility is based on a combination of implied and historical volatility of a group of comparable publicly traded companies. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. 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. 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. The fair value of the Public Warrants was determined using the close price as of the reporting date. The fair value of the Private Placement Warrants was estimated at June 30, 2021 using the following assumptions: Estimated dividend yield 0.00% Expected volatility 28% Risk-free interest rate 1.41% Expected term (years) 5 The Company recognized an unrealized gain of $25,674,947 and an unrealized loss of $30,741,113 for the three and six months ended June 30, 2021, respectively, related to the Private Placement Warrants, Forward Purchase Agreement and Public Warrants.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Public Warrants	Public Warrants Although initially issued as a Unit, the Series A common stock and Public Warrants became separately tradeable on March 15, 2021. Therefore, the Public Warrants are legally detachable and separately exercisable from the Series A common stock issued as part of the Units and meet the definition of a freestanding financial instrument. The Public Warrants are liability classified because they did not meet the criteria to be considered indexed to the Company’s own stock based on certain provisions contained in the related warrant agreement. The Company measures the Public Warrants at fair value on a recurring basis with changes in fair value recognized in the condensed statements of operations in the realized and unrealized gains (losses), net line item.
Private Placement Warrants	Private Placement Warrants The Private Placement Warrants are nearly identical to that of the Public Warrants with the primary difference being that the Private Placement Warrants are not redeemable by the Company. The Private Placement Warrants are liability classified because they did not meet the criteria to be considered indexed to the Company’s own stock based on certain provisions contained in the warrant agreement. The Company measures the Private Placement Warrants at fair value on a recurring basis with changes in fair value recognized in condensed statements of operations in the realized and unrealized gains (losses), net line item.
Forward Purchase Agreement	Forward Purchase Agreement The Forward Purchase Agreement requires the Company to sell 25,000,000 shares of Series B common stock and 5,000,000 Forward Purchase Warrants to acquire shares of Series A common stock for aggregate proceeds of $250,000,000 contemporaneously with the completion of an initial business combination. At the IPO date, we determined that the Forward Purchase Agreement was a liability, with a fair value of $374,532. The Company measures the Forward Purchase Agreement at fair value on a recurring basis with changes in fair value recognized in the statements of operations in the realized and unrealized gains (losses), net line item.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Policies

Significant Accounting Policies (Tables)	6 Months Ended
Significant Accounting Policies (Tables)	Jun. 30, 2021
Summary of Significant Accounting Policies
Reconciliation of the net earnings (loss) per common share	Three months Six months ended ended June 30, June 30, 2021 2021 Net earnings (loss) $ 24,948,298 (32,308,780) Adjustment to Redeemable Series A Common Stock (14,338) (50,672,720) Net earnings (loss) attributable to shareholders $ 24,933,960 (82,981,500) Redeemable Series A Common Stock Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock $ 19,947,168 (64,585,168) Denominator: Basic diluted 57,500,000 49,558,011 Basic diluted $ 0.35 (1.30) Non-Redeemable Series F Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Class F Common Stock $ 4,986,792 (18,396,332) Denominator: Basic diluted 14,375,000 14,116,022 Basic diluted $ 0.35 (1.30)
Summary of assets and liabilities measured at fair value on a recurring basis	June 30, Description Level 2021 Marketable securities held in Trust Account 1 $ 575,024,421 Public Warrants 1 $ 25,204,550 Forward Purchase Agreement 2 $ 15,676,675 Private Placement Warrants 2 $ 22,754,000 Conversion feature of Working Capital Loan 2 $ 258,480
Schedule of fair value assumptions	Estimated dividend yield 0.00% Expected volatility 28% Risk-free interest rate 1.41% Expected term (years) 5

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2021
Restatement of Previously Issued Financial Statements
Schedule of the impact of the restatements	As previously reported Adjustments As restated Condensed Balance Sheet as of June 30, 2021 Total current liabilities $ 728,371 157,785 886,156 Forward Purchase Agreement $ 2,708,500 12,968,175 15,676,675 Total liabilities $ 71,520,421 13,125,960 84,646,381 Accumulated deficit $ (69,856,840) (13,125,960) (82,982,800) Total stockholders’ equity (deficit) $ (69,831,840) (13,125,960) (82,957,800) Condensed Statement of Operations for the three months ended June 30, 2021 Loss from operations $ (703,215) (37,772) (740,987) Realized and unrealized gains (losses), net $ 27,412,950 (1,738,003) 25,674,947 Total other income (expense) $ 27,427,288 (1,738,003) 25,689,285 Net earnings (loss) $ 26,724,073 (1,775,775) 24,948,298 Basic and diluted earnings $ — 0.35 0.35 Basic diluted earnings $ 1.86 (1.51) 0.35 Condensed Statement of Operations for the six months ended June 30, 2021 Loss from operations $ (1,434,303) (157,785) (1,592,088) Realized and unrealized gains (losses), net $ (17,772,938) (12,968,175) (30,741,113) Total other income (expense) $ (17,748,517) (12,968,175) (30,716,692) Net earnings (loss) $ (19,182,820) (13,125,960) (32,308,780) Basic and diluted earnings $ — (1.30) (1.30) Basic diluted earnings $ (1.36) 0.06 (1.30) Condensed Statement of Cash Flows for the six months ended June 30, 2021 Net earnings (loss) $ (19,182,820) (13,125,960) (32,308,780) Realized and unrealized (gains) losses, net $ 17,772,938 12,968,175 30,741,113 Changes in accounts payable $ (390,925) 157,785 (233,140)

Organization and Business Ope_2

Organization and Business Operations (Details)	Jan. 26, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)itemshares	Jan. 21, 2021shares	Jan. 20, 2021shares	Dec. 31, 2020shares
Class of Stock [Line Items]
Condition For Future Business Combination Number Of Businesses Minimum \| item		1
Preferred stock, shares authorized		50,000,000	50,000,000		50,000,000
Proceeds from Issuance of Initial Public Offering \| $		$ 575,000,000
Condition For Future Business Combination Use Of Proceeds Percentage		80.00%
Condition For Future Business Combination Threshold Percentage Ownership		50.00%
Condition For Future Business Combination Threshold Net Tangible Assets \| $		$ 5,000,001
Amount of cash outside the Trust Account \| $		557,211
IPO
Class of Stock [Line Items]
Units issued during period	57,500,000
Issue price per share \| $ / shares	$ 10
Redemption price per share \| $ / shares	$ 10
Proceeds from Issuance of Initial Public Offering \| $	$ 575,000,000	575,000,000
Combination period with an executed letter of intent	27 months
Redemption percentage	100.00%
Founder Shares
Class of Stock [Line Items]
Issuance of Series F common stock to Sponsor \| $		25,000
Advances from the sponsor \| $		$ 169,933
Warrant \| Private Placement
Class of Stock [Line Items]
Issue price per share \| $ / shares	$ 1.50
Number of warrants or rights issued during the period	10,000,000
Series A common stock
Class of Stock [Line Items]
Common stock, shares authorized		3,000,000,000	3,000,000,000	2,000,000,000	3,000,000,000
Series A common stock \| IPO
Class of Stock [Line Items]
Number of shares in each unit	1
Series A common stock \| Warrant \| IPO
Class of Stock [Line Items]
Number of shares in each unit	1
Number of warrants in each unit	0.20
Warrants exercise price \| $ / shares	$ 11.50
Series B common stock
Class of Stock [Line Items]
Common stock, shares authorized		1,000,000,000	1,000,000,000	300,000,000	1,000,000,000
Series C common stock
Class of Stock [Line Items]
Common stock, shares authorized		5,000,000,000	5,000,000,000		5,000,000,000
Series F common stock
Class of Stock [Line Items]
Common stock, shares authorized		200,000,000	200,000,000		200,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - shares	Jan. 26, 2021	Jun. 30, 2021
Series A common stock
Summary of significant accounting policies
Common stock subject to possible redemption		57,500,000
IPO
Summary of significant accounting policies
Redemption percentage	100.00%
Combination period with an executed letter of intent	27 months

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Net Earnings (Loss) per Share (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Net earnings (loss) per common share
Net earnings (loss)	$ 24,948,298	$ (32,308,780)
Adjustment to Redeemable Series A Common Stock	(14,338)	(50,672,720)
Net earnings (loss) attributable to shareholders	24,933,960	$ (82,981,500)
Aggregate shares of common stock in the calculation of diluted loss per share		21,500,000
Common Stock Subject To Possible Redemption
Net earnings (loss) per common share
Net earnings (loss) attributable to shareholders	$ 19,947,168	$ (64,585,168)
Basic weighted average shares outstanding	57,500,000	49,558,011
Diluted weighted average shares outstanding	57,500,000	49,558,011
Basic net earnings (loss) per share	$ 0.35	$ (1.30)
Diluted net earnings (loss) per share	$ 0.35	$ (1.30)
Series F common stock
Net earnings (loss) per common share
Net earnings (loss) attributable to shareholders	$ 4,986,792	$ (18,396,332)
Basic weighted average shares outstanding	14,375,000	14,116,022
Diluted weighted average shares outstanding	14,375,000	14,116,022
Basic net earnings (loss) per share	$ 0.35	$ (1.30)
Diluted net earnings (loss) per share	$ 0.35	$ (1.30)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Offering Costs (Details) - USD ($)	Jan. 26, 2021	Jun. 30, 2021
Offering Costs
Proceeds from Issuance Initial Public Offering		$ 575,000,000
Underwriting fees	$ 11,500,000
Deferred offering costs	20,125,000
IPO
Offering Costs
Proceeds from Issuance Initial Public Offering	$ 575,000,000	575,000,000
Underwriting fees		11,500,000
Deferred offering costs		20,125,000
Other offering costs		1,129,187
IPO \| Temporary Equity
Offering Costs
Offering costs		31,673,299
IPO \| Public Warrants
Offering Costs
Offering costs		$ 1,080,888

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Fair Value Measurements (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
Summary of Significant Accounting Policies
Unrealized gains or losses	$ 25,674,947	$ (30,741,113)
Marketable securities held in Trust Account \| Level 1 \| Recurring
Summary of Significant Accounting Policies
Assets	575,024,421	575,024,421
Public Warrants \| Level 1 \| Recurring
Summary of Significant Accounting Policies
Liabilities	25,204,550	25,204,550
Forward Purchase Agreement \| Sponsor
Summary of Significant Accounting Policies
Forward Purchase Agreement Rights To Acquire Forward Purchase Units Aggregate Amount	250,000,000	250,000,000
Forward Purchase Agreement \| Level 2 \| Recurring
Summary of Significant Accounting Policies
Liabilities	15,676,675	15,676,675
Private Placement Warrants \| Level 2 \| Recurring
Summary of Significant Accounting Policies
Liabilities	22,754,000	22,754,000
Conversion feature of Working Capital Loan \| Level 2 \| Recurring
Summary of Significant Accounting Policies
Liabilities	$ 258,480	$ 258,480

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Fair Value Assumptions (Details) - Private Placement Warrants	Jun. 30, 2021Y
Estimated dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	28
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.41
Expected Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Income Taxes (Details)	Jun. 30, 2021USD ($)
Summary of Significant Accounting Policies
Unrecognized tax benefits	$ 0
Unrecognized tax benefits , accrued interest and penalties	$ 0

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Forward Purchase Agreement (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jan. 26, 2021
Series B common stock
Forward Purchase Warrants
Number of shares to be issued	25,000,000
Forward Purchase Agreement
Forward Purchase Warrants
Warrant Liabilities	$ 15,676,675	$ 374,532
Forward Purchase Agreement \| Series A common stock
Forward Purchase Warrants
Warrants to acquire shares	5,000,000
Proceeds from sale of shares and warrants	$ 250,000,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - USD ($)	Jan. 26, 2021	Jun. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Condition For Future Business Combination Threshold Percentage Ownership			50.00%
Proceeds from Issuance Initial Public Offering			$ 575,000,000
Condition For Future Business Combination Threshold Net Tangible Assets		$ 5,000,001	5,000,001
Total liabilities		84,646,381	84,646,381		$ 773,779
Common stock subject to possible redemption		575,024,421	575,024,421
Additional paid-in capital		23,562	23,562		23,562
Accumulated deficit		(82,982,800)	(82,982,800)		(1,300)
Total stockholders' equity (deficit)		(82,957,800)	(82,957,800)	$ (107,891,760)	23,700
Total current liabilities		886,156	886,156		773,779
Loss from operations		(740,987)	(1,592,088)
Realized and unrealized (gains) losses, net		(25,674,947)	30,741,113
Total other income/(expense)		25,689,285	(30,716,692)
Net earnings (loss)		24,948,298	(32,308,780)
Changes in accounts payable			(233,140)
Public Warrants
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warrants		25,204,550	25,204,550
Private Placement Warrants
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warrants		22,754,000	22,754,000
Forward Purchase Agreement
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warrants	$ 374,532	15,676,675	15,676,675
Reclassified Warrants As Derivative Liabilities \| As Previously Reported
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Total liabilities		71,520,421	71,520,421
Accumulated deficit		(69,856,840)	(69,856,840)
Total stockholders' equity (deficit)		(69,831,840)	(69,831,840)
Total current liabilities		728,371	728,371
Loss from operations		(703,215)	(1,434,303)
Realized and unrealized (gains) losses, net		(27,412,950)	17,772,938
Total other income/(expense)		27,427,288	(17,748,517)
Net earnings (loss)		26,724,073	(19,182,820)
Changes in accounts payable			(390,925)
Reclassified Warrants As Derivative Liabilities \| As Previously Reported \| Forward Purchase Agreement
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warrants		2,708,500	2,708,500
Reclassified Warrants As Derivative Liabilities \| Adjustments
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Total liabilities		13,125,960	13,125,960
Accumulated deficit		(13,125,960)	(13,125,960)
Total stockholders' equity (deficit)		(13,125,960)	(13,125,960)
Total current liabilities		157,785	157,785
Loss from operations		(37,772)	(157,785)
Realized and unrealized (gains) losses, net		1,738,003	12,968,175
Total other income/(expense)		(1,738,003)	(12,968,175)
Net earnings (loss)		(1,775,775)	(13,125,960)
Changes in accounts payable			157,785
Reclassified Warrants As Derivative Liabilities \| Adjustments \| Forward Purchase Agreement
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Warrants		12,968,175	12,968,175
Series A common stock
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock
Basic net earnings (loss) per share		$ 0.35	$ (1.30)
Diluted net earnings (loss) per share		0.35	(1.30)
Series A common stock \| Adjustments
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Diluted net earnings (loss) per share		0.35	(1.30)
Series A common stock \| Reclassified Warrants As Derivative Liabilities \| Adjustments
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Basic net earnings (loss) per share		$ 0.35	$ (1.30)
Series B common stock
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock
Series C common stock
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock
Series F common stock
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Common stock		$ 1,438	$ 1,438		$ 1,438
Basic net earnings (loss) per share		$ 0.35	$ (1.30)
Diluted net earnings (loss) per share		0.35	(1.30)
Series F common stock \| As Previously Reported
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Diluted net earnings (loss) per share		1.86	(1.36)
Series F common stock \| Adjustments
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Diluted net earnings (loss) per share		(1.51)	0.06
Series F common stock \| Reclassified Warrants As Derivative Liabilities \| As Previously Reported
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Basic net earnings (loss) per share		1.86	(1.36)
Series F common stock \| Reclassified Warrants As Derivative Liabilities \| Adjustments
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Basic net earnings (loss) per share		$ (1.51)	$ 0.06
IPO
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Proceeds from Issuance Initial Public Offering	$ 575,000,000		$ 575,000,000
Redemption price per share	$ 10

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Series F common stock - USD ($)	Jan. 26, 2021	Nov. 18, 2020	Nov. 06, 2020	Jun. 30, 2021	Dec. 31, 2020
Related Party Transactions
Common stock, par value				$ 0.0001	$ 0.0001
Founder Shares \| Sponsor
Related Party Transactions
Issuance of common stock (in shares)			17,250,000
Common stock, par value			$ 0.0001
Issuance of Series F common stock to Sponsor			$ 25,000
Aggregate number of shares owned		2,875,000
Number of sponsor shares held		14,375,000
Number of Shares Subject To Forfeiture		1,875,000
Number of shares no longer subject to forfeiture	1,875,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement (Details) - USD ($)	Jan. 26, 2021	Jun. 30, 2021
Warrant \| Private Placement
Class of Warrant or Right [Line Items]
Number of warrants or rights issued during the period	10,000,000
Issue price per share	$ 1.50
Sponsor \| Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants or rights issued during the period	10,000,000
Issue price per share	$ 1.50
Proceeds from Issuance of Warrants	$ 15,000,000
Warrants fair value	$ 17,500,000
Sponsor \| Private Placement Warrants \| Series A common stock
Class of Warrant or Right [Line Items]
Warrants exercise price		$ 11.50

Related Party Transactions - _2

Related Party Transactions - Forward Purchase Agreement (Details) - Sponsor - Forward Purchase Agreement	Jun. 30, 2021USD ($)$ / sharesshares
Related Party Transactions
Number of forward purchase units the Sponsor has the right to acquire	25,000,000
Aggregate amount of right to acquire forward purchase units \| $	$ 250,000,000
Issue price per share \| $ / shares	$ 10
Series B common stock
Related Party Transactions
Number of shares in each unit	1
Series A common stock
Related Party Transactions
Number of warrants in each unit	0.20
Number of securities called by each warrant or right	1

Related Party Transactions - Se

Related Party Transactions - Services Agreement and Facilities Sharing Agreement (Details) - Administrative Support Agreement	6 Months Ended
	Jun. 30, 2021USD ($)
Liberty Media Corporation And Subsidiaries
Related Party Transactions
Related party transaction expenses per month	$ 91,666
Independent directors
Related Party Transactions
Annual compensation	$ 75,000

Related Party Transactions - _3

Related Party Transactions - Promissory Note and Related Party Loans (Details) - USD ($)	Jan. 26, 2021	Jun. 30, 2021	Apr. 15, 2021	Nov. 06, 2020
Related Party Transactions
Proceeds from issuance of promissory note to related party		$ 345,517
Related Party Loans \| Sponsor \| Promissory Note
Related Party Transactions
Maximum borrowing capacity of promissory note				$ 300,000
Outstanding repaid	$ 169,933
Related Party Loans \| Sponsor \| Working Capital Loan
Related Party Transactions
Debt Instrument, Face Amount			$ 2,500,000
Proceeds from issuance of promissory note to related party		500,000
Unamortized discount		258,480
Related Party Loans \| Initial Stockholders or Directors and Officers \| Working Capital Loan
Related Party Transactions
Maximum loans convertible into warrants		$ 2,500,000
Price of warrants		$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jan. 26, 2021USD ($)$ / shares
Commitments and Contingencies
Underwriting Discount Per Unit \| $ / shares	$ 0.20
Underwriting fees \| $	$ 11,500,000
Aggregate deferred fee per unit \| $ / shares	$ 0.35
Deferred offering costs \| $	$ 20,125,000

Stockholder's Equity (Details)

Stockholder's Equity (Details) - $ / shares	Jun. 30, 2021	Jan. 21, 2021	Jan. 20, 2021	Dec. 31, 2020
Stockholder's Deficit
Preferred stock, shares authorized	50,000,000	50,000,000		50,000,000
Preferred stock, par value	$ 0.0001			$ 0.0001
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Common stock shares subject to possible redemption	57,500,000			57,500,000
Series A common stock
Stockholder's Deficit
Common stock shares subject to possible redemption	57,500,000			57,500,000
Common Stock Shares Subject To Redemption Issued	57,500,000
Common Stock Shares Subject To Redemption Outstanding	57,500,000
Common stock, shares authorized	3,000,000,000	3,000,000,000	2,000,000,000	3,000,000,000
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares issued	0			0
Series B common stock
Stockholder's Deficit
Common stock, shares authorized	1,000,000,000	1,000,000,000	300,000,000	1,000,000,000
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares outstanding	0			0
Common stock, shares issued	0			0
Series C common stock
Stockholder's Deficit
Common stock, shares authorized	5,000,000,000	5,000,000,000		5,000,000,000
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares outstanding	0			0
Common stock, shares issued	0			0
Series F common stock
Stockholder's Deficit
Common stock, shares authorized	200,000,000	200,000,000		200,000,000
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares outstanding	14,375,000			14,375,000
Common stock, shares issued	14,375,000			14,375,000

Stockholder's Equity - Warrants

Stockholder's Equity - Warrants (Details)	6 Months Ended
Stockholder's Equity - Warrants (Details)	Jun. 30, 2021$ / sharesshares
Class of Stock [Line Items]
Threshold trading days	20 days
Threshold number of specified trading days that volume weighted average common stock price for trading days	10 days
Public Warrants
Class of Stock [Line Items]
Number of days within which the company must register the shares with the SEC	20 days
Number of days for issuance of share registration statement	60 days
Class of warrants or rights exercisable on cashless basis or cash \| shares	0
Warrants exercise price	$ 11.50
Period between issuance and expiry of warrants	5 years
Effective issue price of shares	$ 9.20
Percentage of gross proceeds from issuance as percentage of total equity proceeds	60.00%
Number of days lock in period for warrants	30 days
Redemption of Warrants when Price Per Share of Class A Common Stock Equals or Exceeds 18.00 \| Public Warrants
Class of Stock [Line Items]
Effective issue price of shares	$ 9.20
Percentage of adjustment to exercise price of warrants	115.00%
Redemption price of warrants	$ 0.01
Redemption Period	30 days
Minimum share price of common stock to redeem warrants	$ 18
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Number of securities called by each warrant or right \| shares	0.361
Redemption of Warrants when Price Per Share of Class A Common Stock Equals or Exceeds 10.00 \| Public Warrants
Class of Stock [Line Items]
Percentage of adjustment to exercise price of warrants	180.00%
Redemption price of warrants	$ 0.10
Redemption Period	30 days
Minimum share price of common stock to redeem warrants	$ 10
Threshold number of specified trading days that volume weighted average common stock price for trading days	10 days
Number of business days after threshold trading days for providing fair market value to warrant holders	1 day
Maximum warrants exercisable with redemption feature per warrant \| shares	0.361
After Completion of Business Combination \| Public Warrants
Class of Stock [Line Items]
Warrants exercisable term	30 days
From Consummation of IPO \| Public Warrants
Class of Stock [Line Items]
Warrants exercisable term	12 months