Tishman Speyer Innovation Corp II (TSIB) 10-Q/A20 Dec 212021 Q3 Quarterly report (amended)Financial data

Company Profile

Cover Page

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Dec. 20, 2021
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	Tishman Speyer Innovation Corp. II
Entity Central Index Key	0001832737
Entity File Number	001-40056
Entity Tax Identification Number	85-3869337
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	Rockefeller Center
Entity Address, Address Line Two	45 Rockefeller Plaza
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10111
City Area Code	212
Local Phone Number	715-0300
Amendment Description	Tishman Speyer Innovation Corp. II (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend certain items in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2021 (the “Original Form 10-Q”).
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	TSIB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		30,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	TSIBU
Security Exchange Name	NASDAQ
Redeemable warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	TSIBW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 598,711	$ 1,975
Prepaid expenses	347,228
Deferred offering costs associated with IPO		228,025
Total current assets	945,939	230,000
Prepaid expenses, non-current	125,194
Cash and cash equivalents held in trust account	300,011,222
Total assets	301,082,355	230,000
Current liabilities:
Accounts payable and accrued expenses	440,982	205,998
Due to related party	74,286
Total current liabilities	515,268	205,998
Derivative warrant liabilities	10,313,438
Deferred underwriters' discount	10,500,000
Total liabilities	21,328,706	205,998
Commitments and Contingencies
Class A Common stock subject to possible redemption, $0.0001 par value; 30,000,000 and 0 shares at redemption value of $10.00 per share at September 30, 2021 and December 31, 2020	300,000,000
Stockholders' equity:
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding
Additional paid-in capital	0	24,137
Accumulated deficit	(20,247,101)	(998)
Total stockholders' deficit	(20,246,351)	24,002
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' (Deficit) Equity	301,082,355	230,000
Common Class B [Member]
Stockholders' equity:
Common Stock	$ 750	$ 863

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Temporary equity, redemption price per share	$ 10
Preferred stock Par value	$ 0.0001	$ 0.0001
Preferred stock share authorized	2,500,000	2,500,000
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Common stock subject to possible redemption	30,000,000	0
Temporary equity, redemption price per share	$ 10	$ 10
Common stock, shares par value	$ 0.0001
Common share authorized	250,000,000
Common share issued	0	0
Common share outstanding	0	0
Common Class B [Member]
Common stock, shares par value	$ 0.0001	$ 0.0001
Common share authorized	25,000,000	25,000,000
Common share issued	7,500,000	8,625,000
Common share outstanding	7,500,000	8,625,000

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	3 Months Ended	9 Months Ended
Condensed Statement of Operations - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 427,524	$ 949,475
Loss from operations	(427,524)	(949,475)
Other income/(expense)
Interest income on trust account	4,609	11,222
Change in fair value of warrant liabilities	10,527,846	6,882,845
Offering expenses allocated to warrant issuance		(521,695)
Total other income	10,532,455	6,372,372
Net income	10,104,931	5,422,897
Common Class A [Member]
Other income/(expense)
Net income	$ 8,083,945	$ 4,165,080
Weighted average shares outstanding, basic and diluted	30,000,000	24,835,165
Basic and diluted net income per common share	$ 0.27	$ 0.17
Common Class B [Member]
Other income/(expense)
Net income	$ 2,020,986	$ 1,257,817
Weighted average shares outstanding, basic and diluted	7,500,000	7,500,000
Basic and diluted net income per common share	$ 0.27	$ 0.17

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Additional Paid-in Capital [member]	Accumulated Deficit [member]	Common Class A [Member]	Common Class B [Member]	Common Class B [Member]Common Stock [member]
Beginning balance at Dec. 31, 2020	$ 24,002	$ 24,137	$ (998)	$ 863
Beginning balance, Shares at Dec. 31, 2020				8,625,000
Forfeiture of Class B shares by Sponsor, shares				(1,125,000)
Forfeiture of Class B shares by Sponsor		113		$ (113)
Accretion of Class A common stock to redemption amount	(25,693,250)	(24,250)	(25,669,000)
Net income (loss)	(2,077,097)		(2,077,097)
Ending balance at Mar. 31, 2021	(27,746,345)		(27,747,095)	$ 750
Ending balance, Shares at Mar. 31, 2021				7,500,000
Beginning balance at Dec. 31, 2020	24,002	$ 24,137	(998)	$ 863
Beginning balance, Shares at Dec. 31, 2020				8,625,000
Accretion of Class A common stock to redemption amount				$ 25,693,250
Net income (loss)	5,422,897			4,165,080	$ 1,257,817
Ending balance at Sep. 30, 2021	(20,246,351)		(20,247,101)			$ 750
Ending balance, Shares at Sep. 30, 2021						7,500,000
Beginning balance at Mar. 31, 2021	(27,746,345)		(27,747,095)	$ 750
Beginning balance, Shares at Mar. 31, 2021				7,500,000
Net income (loss)	(2,604,937)		(2,604,937)
Ending balance at Jun. 30, 2021	(30,351,282)		(30,352,032)	$ 750
Ending balance, Shares at Jun. 30, 2021				7,500,000
Net income (loss)	10,104,931		10,104,931	$ 8,083,945	$ 2,020,986
Ending balance at Sep. 30, 2021	$ (20,246,351)		$ (20,247,101)			$ 750
Ending balance, Shares at Sep. 30, 2021						7,500,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	9 Months Ended
Condensed Statement of Cash Flows	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 5,422,897
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in trust	(11,222)
Change in fair value of warrant liabilities	(6,882,845)
Offering costs allocated to warrants	521,695
Changes in current assets and current liabilities:
Prepaid expenses	(472,422)
Accounts payable and accrued expenses	440,982
Due to related party	74,286
Net cash used in operating activities	(906,629)
Cash Flows from Investing Activities:
Investment of cash into trust account	(300,000,000)
Net cash used in investing activities	(300,000,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' discount	294,000,000
Proceeds from issuance of Private Placement Warrants	8,000,000
Payments of offering costs	(496,635)
Net cash provided by financing activities	301,503,365
Net Change in Cash	596,736
Cash - Beginning	1,975
Cash - Ending	598,711
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' discount payable charged to temporary equity	$ 10,500,000

Organization and Business Opera

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Tishman Speyer Innovation Corp. II (the “Company”) was incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from the Company’s sponsor’s leading brand, operational expertise, and global network in the real estate industry, including real estate adjacent Proptech businesses. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and subsequent to the IPO, to the Company’s search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Tishman Speyer Innovation Sponsor II, L.L.C. (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 4 Simultaneously with the closing of the IPO, the Company consummated the sale of 5,333,334 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5 Transaction costs amounted to $17,018,662 consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $518,662 of other offering costs. Of the total transaction cost s was expensed as non-operating Trust Account Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 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 a business combination. The Company’s 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 the signing an agreement to enter into a business combination. However, the Company will only complete a 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. There is no assurance that the Company will be able to successfully effect a 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. 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 is recorded at a 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.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, 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 registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares 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. However, the Company has not asked its 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 believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity As of September 30, 2021, the Company had cash outside the Trust Account of $598,711 available for working capital needs. All remaining cash and cash equivalents held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination, to redeem common stock and to pay taxes. As of September 30, 2021, none of the amount in the Trust Account was withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. The Company anticipates that the $598,711 outside of the Trust Account as of September 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the condensed financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), 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 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 estimates of the costs of undertaking in-depth due Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements (As Restated)	9 Months Ended
	Sep. 30, 2021
Prior Period Adjustment [Abstract]
Restatement of Previously Issued Financial Statements (As Restated)	Note 2 — Restatement of Previously Issued Financial Statements (As Restated) The Company historically classified a portion of the public shares as permanent equity to maintain stockholders’ equity in excess of on the basis that the Company will consummate its Business Combination only if the Company has net tangible assets of at least . In connection with the preparation of the Company’s Form 10-Q for the quarterly period ended September 30, 2021, management re-evaluated 480-10-S99 After further consideration, management re-evaluated the impact of the reclassification of a portion of the public shares on the Company’s previously issued financial statements and, in consultation with the audit committee of the Company’s board of directors, concluded that the reclassification of a portion of the public shares is material with respect to certain of the Company’s previously issued financial statements and that such financial statements should be restated, as further described below. In connection with the restatement, the Company also corrected its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. The restatement had no impact on the Company’s liquidity or cash position. Impact of the Restatement The impact to the financial statements as of June 30, 2021 and March 31, 2021 is presented below: As Previously Adjustment As Restated Condensed Balance Sheet as of June 30, 2021 Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share $ 264,648,710 $ 35,351,290 $ 300,000,000 Class A common stock - $0.0001 par value 354 (354 ) — Additional paid-in 9,681,936 (9,681,936 ) — Accumulated deficit (4,683,032 ) (25,669,000 ) (30,352,032 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (35,351,290 ) $ (30,351,282 ) Class A shares 26,464,871 3,535,129 30,000,000 Condensed Statement Of Operations for the Three and Six Months Ended June 30, 2021 Basic and diluted net loss $ — $ (0.07 ) $ (0.07 ) Basic and diluted net loss (0.35 ) 0.28 (0.07 ) Basic and diluted net loss per common share – Class A common stock for the six months ended June $ — $ (0.16 ) $ (0.16 ) Basic and diluted net loss June 30 (0.62 ) 0.46 (0.16 ) Condensed Statement Of Cash Flows For The Six Months Ended June 30 1 Initial value of Class A common stock subject to possible redemption, as corrected $ 268,490,170 $ (268,490,170 $ — Change in value of Class A common stock subject to possible $ (3,841,460 ) $ 3,841,460 $ — Condensed Balance Sheet as of March 31, 2021 Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share $ 267,253,650 $ 32,746,350 $ 300,000,000 Class A common stock - $0.0001 par value 327 (327 ) — Class B common stock - $0.0001 par value 750 — 750 Additional paid-in 7,077,023 (7,077,023 ) — Accumulated deficit (2,078,095 ) (25,669,000 ) (27,747,095 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (32,746,350 ) $ (27,746,345 ) Class A shares 26,725,365 3,274,635 30,000,000 Condensed Statement Of Operations For The Three Months Ended Basic and diluted net loss $ — $ (0.10 ) $ (0.10 ) Basic and diluted net loss (0.28 ) 0.18 (0.10 ) Condensed Statement Of Cash Flows For The Three Months Ended Initial value of Class A common stock subject to possible redemption, as $ 268,490,170 $ (268,490,170 $ — Change in value of Class A common stock subject to possible $ (1,236,520 ) $ 1,236,530 $ —

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — 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 S-X 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 February 12, 2021, as well as the Company’s Current Report on Form 8-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents Held in Trust Account The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2021, the Trust Account had $300,011,222 held in cash and cash equivalents. During the three and nine months ended September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. At December 31, 2020, the Company had no cash equivalents. 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 September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,196,283 ) Less: Class A common stock issuance costs (16,496,967 ) Add: Accretion of carrying value to redemption value 25,693,250 Class A common stock subject to possible redemption $ 300,000,000 Net Income per Common Share The Company has two classes of common shares warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock: For the three For the nine Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 8,083,945 $ 2,020,986 $ 4,165,080 $ 1,257,817 Denominator Weighted-average shares outstanding 30,000,000 7,500,000 24,835,165 7,500,000 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.17 $ 0.17 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 temporary temporary s non-operating temporary Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The Company accounts for its 11,333,334 warrants issued in connection with its IPO and concurrent private placement as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. 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. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On February 17, 2021, the Company sold 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-fifth of

Private Placement Warrants

Private Placement Warrants	9 Months Ended
Private Placement Warrants	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Private Placement Warrants	Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. The initial stockholders, including the Sponsor, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On November 18, 2020, the Sponsor paid an aggregate price of $25,000 in exchange for the issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). On November 24, 2020, the Sponsor forfeited 5,750,000 Founder Shares to the Company. On January 22, 2021, the Company effected a 2.5-for-1 1.2-for-1 . All share and per share amounts have been retrospectively restated to reflect the stock splits. The underwriters did not exercise the overallotment option, and as a result, the Sponsor forfeited The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The Company refers to such transfer restrictions as the lock-up. 30-trading Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest Administrative Support Agreement Commencing on the IPO and through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three and nine months ended September 30, 2021, the Company has incurred $30,000 and $74,286 in expense under the support agreement, respectively. As of September 30, 2021, the Company has recorded a due from related party of $74,286. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement will not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Underwriting Agreement On February 17, 2021, the underwriters were paid cash underwriting commissions of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8 Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Prior to the initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the Company’s board of directors for any reason. On any other matter submitted to a vote of stockholders, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted one-for-one

Warrants

Warrants	9 Months Ended
Warrants	Sep. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrants	Note 9 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to 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 Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading In addition, the Company may call the Public Warrants for redemption: • in whole and not in part; • at $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading • if the closing price of Class A common stock for any 20 trading days within a 30-trading In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — 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 September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2021 Carrying Level 1 Level 2 Level 3 Assets: Cash and Cash equivalents held in Trust Account $ 300,011,222 $ 300,011,222 $ — $ — Liabilities: Warrant liabilities $ 10,313,438 $ 5,040,000 $ — $ 5,273,438 As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. At September 30, 2021, the Company use the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statement of operations. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in the model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon There were no transfers between levels for the three and nine months ended September 30, 2021, other than the transfer of the Public Warrants from Level 3 to Level 1 due to the public warrants valuation using the quoted stock price in the active market. The transfer was recognized at June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: September 30, Stock price $ 9.80 Strike price $ 11.5 Term (in years) 5.48 Volatility 17.1 % Risk-free rate 1.06 % Dividend yield 0.0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s assets and liabilities classified as Level 3: Derivative Fair value at January 1, 2021 $ — Initial value at IPO date 17,509,557 Change in fair value (4,616,719 ) Transfer of Public warrants from Level 3 to Level 1 (7,619,400 ) Fair Value at September 30, 2021 $ 5,273,438

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 1 1 The Company evaluated subsequent events and transactions that occurred up to the date the condensed unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatement discussed in Note 2.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
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 S-X 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 February 12, 2021, as well as the Company’s Current Report on Form 8-K
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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents Held in Trust Account	Cash and Cash Equivalents Held in Trust Account The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2021, the Trust Account had $300,011,222 held in cash and cash equivalents. During the three and nine months ended September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. At December 31, 2020, the Company had no cash equivalents.
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 September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,196,283 ) Less: Class A common stock issuance costs (16,496,967 ) Add: Accretion of carrying value to redemption value 25,693,250 Class A common stock subject to possible redemption $ 300,000,000
Net Income per Common Share	Net Income per Common Share The Company has two classes of common shares warrants were exercised during the three or nine months ended September 30, 2021. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock: For the three For the nine Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 8,083,945 $ 2,020,986 $ 4,165,080 $ 1,257,817 Denominator Weighted-average shares outstanding 30,000,000 7,500,000 24,835,165 7,500,000 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.17 $ 0.17
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 temporary temporary s non-operating temporary
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The Company accounts for its 11,333,334 warrants issued in connection with its IPO and concurrent private placement as derivative warrant liabilities in accordance with ASC 815-40. re-measurement
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The tax provision for the three and nine months ended September 30, 2021 has been deemed to be de minimis 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. 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.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (As Restated) (Tables)	9 Months Ended
	Sep. 30, 2021
Prior Period Adjustment [Abstract]
Summary Of Financial Statements impact of the Restatement	The impact to the financial statements as of June 30, 2021 and March 31, 2021 is presented below: As Previously Adjustment As Restated Condensed Balance Sheet as of June 30, 2021 Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share $ 264,648,710 $ 35,351,290 $ 300,000,000 Class A common stock - $0.0001 par value 354 (354 ) — Additional paid-in 9,681,936 (9,681,936 ) — Accumulated deficit (4,683,032 ) (25,669,000 ) (30,352,032 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (35,351,290 ) $ (30,351,282 ) Class A shares 26,464,871 3,535,129 30,000,000 Condensed Statement Of Operations for the Three and Six Months Ended June 30, 2021 Basic and diluted net loss $ — $ (0.07 ) $ (0.07 ) Basic and diluted net loss (0.35 ) 0.28 (0.07 ) Basic and diluted net loss per common share – Class A common stock for the six months ended June $ — $ (0.16 ) $ (0.16 ) Basic and diluted net loss June 30 (0.62 ) 0.46 (0.16 ) Condensed Statement Of Cash Flows For The Six Months Ended June 30 1 Initial value of Class A common stock subject to possible redemption, as corrected $ 268,490,170 $ (268,490,170 $ — Change in value of Class A common stock subject to possible $ (3,841,460 ) $ 3,841,460 $ — Condensed Balance Sheet as of March 31, 2021 Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share $ 267,253,650 $ 32,746,350 $ 300,000,000 Class A common stock - $0.0001 par value 327 (327 ) — Class B common stock - $0.0001 par value 750 — 750 Additional paid-in 7,077,023 (7,077,023 ) — Accumulated deficit (2,078,095 ) (25,669,000 ) (27,747,095 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (32,746,350 ) $ (27,746,345 ) Class A shares 26,725,365 3,274,635 30,000,000 Condensed Statement Of Operations For The Three Months Ended Basic and diluted net loss $ — $ (0.10 ) $ (0.10 ) Basic and diluted net loss (0.28 ) 0.18 (0.10 ) Condensed Statement Of Cash Flows For The Three Months Ended Initial value of Class A common stock subject to possible redemption, as $ 268,490,170 $ (268,490,170 $ — Change in value of Class A common stock subject to possible $ (1,236,520 ) $ 1,236,530 $ —

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
Significant Accounting Policies (Tables)	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Reconciliation of the Net Loss Per Common Stock	Below is a reconciliation of the net income per share of common stock: For the three For the nine Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 8,083,945 $ 2,020,986 $ 4,165,080 $ 1,257,817 Denominator Weighted-average shares outstanding 30,000,000 7,500,000 24,835,165 7,500,000 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.17 $ 0.17
Schedule of Temporary Equity	At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,196,283 ) Less: Class A common stock issuance costs (16,496,967 ) Add: Accretion of carrying value to redemption value 25,693,250 Class A common stock subject to possible redemption $ 300,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Summary Of Assets And Laibilities Measured At Fair Value	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2021 Carrying Level 1 Level 2 Level 3 Assets: Cash and Cash equivalents held in Trust Account $ 300,011,222 $ 300,011,222 $ — $ — Liabilities: Warrant liabilities $ 10,313,438 $ 5,040,000 $ — $ 5,273,438
Summary Of Quantitative Information Regarding Fair Value Measurements	There were no transfers between levels for the three and nine months ended September 30, 2021, other than the transfer of the Public Warrants from Level 3 to Level 1 due to the public warrants valuation using the quoted stock price in the active market. The transfer was recognized at June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: September 30, Stock price $ 9.80 Strike price $ 11.5 Term (in years) 5.48 Volatility 17.1 % Risk-free rate 1.06 % Dividend yield 0.0 %
Summary of Reconciliation of Changes in Fair Value of the Derivative Warrant Liabilities	The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s assets and liabilities classified as Level 3: Derivative Fair value at January 1, 2021 $ — Initial value at IPO date 17,509,557 Change in fair value (4,616,719 ) Transfer of Public warrants from Level 3 to Level 1 (7,619,400 ) Fair Value at September 30, 2021 $ 5,273,438

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 17, 2021	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Mar. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Price Per Share	$ 10
Transaction costs		$ 17,018,662
Underwriting Fees Paid	$ 6,000,000
Other Offering Costs		518,662
Proceeds from issuance of Private Placement Warrants		$ 8,000,000
Equity Method Investment, Ownership Percentage		50.00%
Temporary Equity, Redemption Price Per Share		$ 10		$ 10	$ 10
Per Share Amount In The Trust Account For Distribution To The Public Shareholders		$ 10
Cash		$ 598,711	$ 1,975
Deferred Underwriting Commissions Charged to Additional Paid in Capital	10,500,000	10,500,000
Minimum Net Tangible Assets Required For Consummation Of A Business Combination		$ 5,000,001
Maturity month		12 months
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage Of The Fair Value Of Assets In Trust Account Of Target Company Net Of Deferred Underwriting Commissions And Taxes		80.00%
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares New Issues		5,333,334
Class of Warrant or Right, Price Per Warrant		$ 1.50
Proceeds from issuance of Private Placement Warrants		$ 300,000,000
Maturity Date		185 days
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares New Issues		30,000,000
Price Per Share		$ 10
Gross proceed		$ 25,000	$ 300,000,000
Other Offering Costs	518,695
Maximum Percentage Of Shares Redeemed On Non completion Of Business Combination		100.00%
Deferred Underwriting Commissions Charged to Additional Paid in Capital	$ 10,500,000
Period Of Closing		24 months
Transaction costs [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction costs		$ 521,695

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (As Restated) - Summary Of Financial Statements impact of the Restatement (Detail) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Condensed Balance Sheet [Abstract]
Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share	$ 300,000,000				$ 300,000,000
Stockholders' equity:
Additional paid-in capital	0				0	$ 24,137
Accumulated deficit	(20,247,101)				(20,247,101)	(998)
Total stockholders' deficit	$ (20,246,351)	$ (30,351,282)	$ (27,746,345)	$ (30,351,282)	$ (20,246,351)	24,002
Common Class A [Member]
Stockholders' equity:
Total stockholders' deficit		750	750	750		$ 863
Shares subject to possible redemption	30,000,000				30,000,000	0
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share	$ 0.27				$ 0.17
Common Class B [Member]
Stockholders' equity:
Common Stock	$ 750				$ 750	$ 863
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share	$ 0.27				$ 0.17
As Previously Reported
Condensed Balance Sheet [Abstract]
Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share		264,648,710	267,253,650	264,648,710
Stockholders' equity:
Additional paid-in capital		9,681,936	7,077,023	9,681,936
Accumulated deficit		(4,683,032)	(2,078,095)	(4,683,032)
Total stockholders' deficit		$ 5,000,008	$ 5,000,005	$ 5,000,008
Shares subject to possible redemption		26,464,871	26,725,365	26,464,871
Condensed Statement Of Cash Flows [Abstract]
Initial value of Class A common stock subject to possible redemption, as corrected			$ 268,490,170	$ 268,490,170
Change in value of Class A common stock subject to possible redemption			(1,236,520)	(3,841,460)
As Previously Reported \| Common Class A [Member]
Stockholders' equity:
Common Stock		$ 354	$ 327	$ 354
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share		$ 0	$ 0	$ 0
As Previously Reported \| Common Class B [Member]
Stockholders' equity:
Common Stock			$ 750
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share		$ (0.35)	$ (0.28)	$ (0.62)
Adjustment
Condensed Balance Sheet [Abstract]
Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share		$ 35,351,290	$ 32,746,350	$ 35,351,290
Stockholders' equity:
Additional paid-in capital		(9,681,936)	(7,077,023)	(9,681,936)
Accumulated deficit		(25,669,000)	(25,669,000)	(25,669,000)
Total stockholders' deficit		$ (35,351,290)	$ (32,746,350)	$ (35,351,290)
Shares subject to possible redemption		3,535,129	3,274,635	3,535,129
Condensed Statement Of Cash Flows [Abstract]
Initial value of Class A common stock subject to possible redemption, as corrected			$ (268,490,170)	$ (268,490,170)
Change in value of Class A common stock subject to possible redemption			1,236,530	3,841,460
Adjustment \| Common Class A [Member]
Stockholders' equity:
Common Stock		$ (354)	$ (327)	$ (354)
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share		$ (0.07)	$ (0.10)	$ (0.16)
Adjustment \| Common Class B [Member]
Stockholders' equity:
Common Stock			$ 0
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share		$ 0.28	$ 0.18	$ 0.46
As Restated
Condensed Balance Sheet [Abstract]
Class A common stock, $0.0001 par value; subject to possible redemption at redemption value of $10.00 per share		$ 300,000,000	$ 300,000,000	$ 300,000,000
Stockholders' equity:
Additional paid-in capital		0	0	0
Accumulated deficit		(30,352,032)	(27,747,095)	(30,352,032)
Total stockholders' deficit		$ (30,351,282)	$ (27,746,345)	$ (30,351,282)
Shares subject to possible redemption		30,000,000	30,000,000	30,000,000
Condensed Statement Of Cash Flows [Abstract]
Initial value of Class A common stock subject to possible redemption, as corrected			$ 0	$ 0
Change in value of Class A common stock subject to possible redemption			0	0
As Restated \| Common Class A [Member]
Stockholders' equity:
Common Stock		$ 0	$ 0	$ 0
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share		$ (0.07)	$ (0.10)	$ (0.16)
As Restated \| Common Class B [Member]
Stockholders' equity:
Common Stock			$ 750
Condensed Statement Of Operations [Abstract]
Basic and diluted net loss per share		$ (0.07)	$ (0.10)	$ (0.16)

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (As Restated) - Summary Of Financial Statements impact of the Restatement (Parenthetical) (Detail) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 17, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary Equity Par or stated value per share		$ 0.0001	$ 0.0001
Temporary Equity, Redemption Price Per Share	$ 10	10	10
Common stock, shares par value		$ 0.0001	$ 0.0001	$ 0.0001

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (As Restated) - Additional Information (Detail)	Sep. 30, 2021USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum Net Tangible Assets Required For Consummation Of A Business Combination	$ 5,000,001
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Threshold stockholders equity required to maintain for consummation of a business combination	5,000,000
Minimum Net Tangible Assets Required For Consummation Of A Business Combination	$ 5,000,001

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Feb. 17, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Financing Receivable, Impaired [Line Items]
Cash equivalents				$ 0
Concentration Risk, Credit Risk, Uninsured Deposits			250,000
Deferred Underwriting Commissions Charged to Additional Paid in Capital	$ 10,500,000		$ 10,500,000
Other Offering Costs			$ 518,662
Number Of Warrants Issued			11,333,334
Proceeds from Interest Received		$ 0	$ 0
Number of warrants exercised		0	0
Private and Public Warrants [Member]
Financing Receivable, Impaired [Line Items]
Number Of Warrants Issued	11,333,334
Class of Warrant or Right, Price Per Warrant	$ 11.50
Assets held in trust [Member]
Financing Receivable, Impaired [Line Items]
Cash and cash equivalents held in trust account		$ 300,011,222	$ 300,011,222
IPO [Member]
Financing Receivable, Impaired [Line Items]
Offering cost	$ 17,018,662
Underwriting fees Paid	6,000,000
Deferred Underwriting Commissions Charged to Additional Paid in Capital	10,500,000
Other Offering Costs	518,695
Transaction Costs	$ 521,695
Common Class A [Member]
Financing Receivable, Impaired [Line Items]
Class A common stock subject to possible redemption, Shares		30,000,000	30,000,000	0

Significant Accounting Polici_5

Significant Accounting Policies - Summary of Reconciliation of the Net Loss Per Common Stock (Detail) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Numerator:
Allocation of net income	$ 10,104,931	$ (2,604,937)	$ (2,077,097)	$ 5,422,897
Common Class A [Member]
Numerator:
Allocation of net income	$ 8,083,945			$ 4,165,080
Denominator
Weighted-average shares outstanding	30,000,000			24,835,165
Basic and diluted net income per share	$ 0.27			$ 0.17
Common Class B [Member]
Numerator:
Allocation of net income	$ 2,020,986			$ 1,257,817
Denominator
Weighted-average shares outstanding	7,500,000			7,500,000
Basic and diluted net income per share	$ 0.27			$ 0.17

Significant Accounting Polici_6

Significant Accounting Policies - Schedule of Temporary Equity (Detail) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Less: Proceeds allocated to Public Warrants		$ 8,000,000
Less: Class A common stock issuance costs		(496,635)
Add: Accretion of carrying value to redemption value	$ (25,693,250)
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds		300,000,000	$ 300,000,000
Less: Proceeds allocated to Public Warrants		(9,196,283)	(9,196,283)
Less: Class A common stock issuance costs		(16,496,967)	(16,496,967)
Add: Accretion of carrying value to redemption value		25,693,250	25,693,250
Class A common stock subject to possible redemption		$ 300,000,000	$ 300,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Feb. 17, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Sale of Share	30,000,000
Price Per Share	$ 10
Common stock, shares par value	0.0001		$ 0.0001	$ 0.0001
Common Class A [Member]
Common stock, shares par value		$ 0.0001
Common Stock Price Per Share	$ 11.50	$ 11.50

Private Placement Warrants - Ad

Private Placement Warrants - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021USD ($)trading$ / sharesshares	Feb. 17, 2021$ / shares
Common Class A [Member]
Common Stock Price Per Share \| $ / shares	$ 11.50	$ 11.50
Common Stock, Shares Transfer, Threshold Consecutive Trading Days \| trading	20
Common Stock, Shares Transfer, Threshold Trading Days \| trading	30
Common Stock, Shares Transfer, Restriction On Number Of Days After Business Combination \| trading	150
Common Class A [Member] \| Minimum [Member]
Common Stock Price Per Share \| $ / shares	$ 12
Private Placement Warrant [Member]
Stock Issued During Period Shares New Issues \| shares	5,333,334
Aggregate Purchase Price \| $	$ 8,000,000
Class of Warrant or Right, Price Per Warrant \| $ / shares	$ 1.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	Mar. 28, 2021shares	Feb. 12, 2021shares	Jan. 22, 2021shares	Nov. 24, 2020shares	Nov. 18, 2020USD ($)shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Feb. 17, 2021$ / shares	Dec. 31, 2020USD ($)shares
Related Party Transaction [Line Items]
Number of years agreed by stockholders not to transfer assign or sell founder shares							1 year
Promissory note, Outstanding balance \| $						$ 74,286	$ 74,286
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Promissory note, Outstanding balance \| $						0	0		$ 0
Convertible working Capital Loans \| $						$ 1,500,000	$ 1,500,000
Convertible working Capital Loans, Conversion price per warrant \| $ / shares						$ 1.50	$ 1.50
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding						0	0		0
Common stock, shares issued						0	0		0
Share price \| $ / shares						$ 11.50	$ 11.50	$ 11.50
Common Class A [Member] \| Share Price Equals Or Exceeds 12Usd [Member]
Related Party Transaction [Line Items]
Share price \| $ / shares						$ 12	$ 12
Common Class B [Member]
Related Party Transaction [Line Items]
Stock Split effected by the company		1.2	2.5
Common stock, shares, outstanding						7,500,000	7,500,000		8,625,000
Common stock, shares issued						7,500,000	7,500,000		8,625,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding		8,625,000	7,187,500
Founder Shares [Member] \| Common Class A [Member]
Related Party Transaction [Line Items]
Number of consecutive trading days determining release of founder shares							20 days
Number of trading days determining release of founder shares							30 days
Threshold days after the company's initial business combination determining release of founder shares							150 days
Sponsor [Member] \| Commercial Paper [Member]
Related Party Transaction [Line Items]
Promissory note, Face amount \| $						$ 300,000	$ 300,000
Promissory note, Interest rate						0.00%	0.00%		0.00%
Promissory note, Outstanding balance \| $						$ 0	$ 0
Sponsor [Member] \| Office Space Secretarial And Administrative Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction \| $							10,000
General and adminstrative expenses related party transactions \| $						$ 30,000	$ 74,286
Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services \| $					$ 25,000
Stock Issued During Period, Shares, Issued for Services					8,625,000
Sponsor [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock Forfeited During the Period Shares	1,125,000			5,750,000
Common stock, shares, outstanding						7,500,000	7,500,000
Common stock, shares issued						7,500,000	7,500,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Feb. 17, 2021	Sep. 30, 2021
Other Commitments [Line Items]
Underwriting commission percentage	2.00%
Underwriting commissions paid	$ 6,000,000
Deferred underwriting fee payable per share	$ 0.35
Deferred underwriting commissions charged to additional paid in capital	$ 10,500,000	$ 10,500,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 17, 2021	Jan. 22, 2021	Dec. 31, 2020
Stockholders' Equity Note [Line Items]
Preferred stock share authorized	2,500,000					2,500,000
Preferred stock Par value	$ 0.0001					$ 0.0001
Preferred Stock, Shares issued	0				0	0
Preferred Stock, Shares outstanding	0					0
Common stock, shares par value		$ 0.0001	$ 0.0001	$ 0.0001
Voting rights	one
Common stock, threshold percentage on conversion of shares	20.00%
Common Class A [Member]
Stockholders' Equity Note [Line Items]
Common stock, shares authorized	250,000,000
Common stock, shares par value	$ 0.0001
Common stock, shares issued	0					0
Common stock, shares outstanding	0					0
Common stock subject to possible redemption	30,000,000					0
Common stock, Conversion basis	one-for-one
Common Class B [Member]
Stockholders' Equity Note [Line Items]
Common stock, shares authorized	25,000,000					25,000,000
Common stock, shares par value	$ 0.0001					$ 0.0001
Common stock, shares issued	7,500,000					8,625,000
Common stock, shares outstanding	7,500,000					8,625,000
Common stock, Conversion basis	one-for-one

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares	9 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Sep. 30, 2021	Feb. 17, 2021
Class of Warrant or Right [Line Items]
Threshold limit to file with the SEC a registration statement	15 days
Percentage proceeds from issuances more to total equity proceeds	50.00%
Warrant minimum days' for prior written notice of redemption	30 days
Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 11.50	$ 11.50
Number of trading days to determine warrant exercise price	10 days
Common Class A [Member] \| Business Agreement [Member]
Class of Warrant or Right [Line Items]
Business acquisition, share price	$ 9.20
Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Share price	12
Share price less than 9.20 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 9.20
Warrants, Exercise price percentage	115.00%
Share price equals or exceeds 18 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 18
Warrants redemption trigger price adjusted percentage	180.00%
Share price equals or exceeds 18 USD [Member] \| Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days to determine call of warrant redemption	20 days
Share price equals or exceeds 18 USD [Member] \| Common Class A [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Number of trading days to determine call of warrant redemption	30 days
Share price equals or exceeds 10 USD [Member]
Class of Warrant or Right [Line Items]
Share price	$ 10
Share price equals or exceeds 10 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 10
Share price equals or exceeds 10 USD [Member] \| Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days to determine call of warrant redemption	20 days
Share price equals or exceeds 10 USD [Member] \| Common Class A [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Number of trading days to determine call of warrant redemption	30 days
Public Warrant [Member]
Class of Warrant or Right [Line Items]
Number of days from which public warrants will become exercisable	30 days
Number of months from which public warrants will become exercisable	12 months
Warrant, expiration	5 years
Public Warrant [Member] \| Share price equals or exceeds 18 USD [Member]
Class of Warrant or Right [Line Items]
Warrants, redemption price per share	$ 0.01
Public Warrant [Member] \| Share price equals or exceeds 10 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Warrants, redemption price per share	$ 0.10
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of days warrant will not be transferable, assignable or salable	30 days
Private Placement Warrants [Member] \| Share price equals or exceeds 18 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 18
Private Placement Warrants [Member] \| Share price equals or exceeds 18 USD [Member] \| Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days to determine call of warrant redemption	20 days
Private Placement Warrants [Member] \| Share price equals or exceeds 18 USD [Member] \| Common Class A [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Number of trading days to determine call of warrant redemption	30 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Assets And Laibilities Measured At Fair Value (Detail)	Sep. 30, 2021USD ($)
Assets:
Cash and Cash Equivalents Held in Trust account	$ 300,011,222
Fair Value, Recurring [Member]
Assets:
Cash and Cash Equivalents Held in Trust account	300,011,222
Liabilities:
Warrant liabilities	10,313,438
Fair Value, Recurring [Member] \| Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Cash and Cash Equivalents Held in Trust account	300,011,222
Liabilities:
Warrant liabilities	5,040,000
Fair Value, Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Warrant liabilities	$ 5,273,438

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	Sep. 30, 2021	Dec. 31, 2020USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value, net derivative asset (liability) measured on recurring basis with unobservable inputs		$ 0
Measurement input dividend rate based on historical rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Level 3 [Member]	Sep. 30, 2021yr$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price	$ 9.80
Strike price	$ 11.5
Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input \| yr	5.48
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	17.1
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	1.06
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value of the Derivative Warrant Liabilities (Detail)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at January 1, 2021	$ 0
Level 3 [Member] \| Derivative Warrant Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at January 1, 2021
Initial value at IPO date	17,509,557
Change in fair value	(4,616,719)
Transfer of Public warrants from Level 3 to Level 1	(7,619,400)
Fair Value at September 30, 2021	$ 5,273,438