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CVII Churchill Capital Corp VII

Document and Entity Information

Document and Entity Information - shares9 Months Ended
Sep. 30, 2021Nov. 16, 2021
Document Information [Line Items]
Document Type10-Q
Document Quarterly Reporttrue
Document Transition Reportfalse
Document Period End DateSep. 30,
2021
Entity File Number001-40051
Entity Registrant NameCHURCHILL CAPITAL CORP VII
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number85-3420354
Entity Address, Address Line One640 Fifth Avenue, 12th Floor
Entity Address, City or TownNew York
Entity Address State Or ProvinceNY
Entity Address, Postal Zip Code10019
City Area Code212
Local Phone Number380-7500
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businessfalse
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Shell Companytrue
Entity Central Index Key0001828248
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ3
Amendment Flagfalse
Transition Reportfalse
Unit each consisting of one class A common stock and one fifth redeemable warrant
Document Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one share of Class A common stock,$0.0001 par value, and one-fifth of one warrant
Trading SymbolCVII.U
Security Exchange NameNYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) SecurityShares of Class A common stock
Trading SymbolCVII
Security Exchange NameNYSE
Entity Common Stock, Shares Outstanding138,000,000
Warrants included as part of the units
Document Information [Line Items]
Title of 12(b) SecurityWarrants included as part of the units
Trading SymbolCVII WS
Security Exchange NameNYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding34,500,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Sep. 30, 2021Dec. 31, 2020
Current assets
Cash $ 4,601,407 $ 25,000
Prepaid expenses1,366,500
Total current assets5,967,907 25,000
Deferred offering costs11,000
Marketable securities held in Trust Account1,380,089,526
TOTAL ASSETS1,386,057,433 36,000
Current liabilities
Accrued expenses171,961 1,000
Accrued Offering Costs11,000
Total Current Liabilities171,961 12,000
Warrant liability56,036,000
Deferred underwriting fee payable48,300,000
Total liabilities104,507,961 12,000
Commitments and contingencies
Class A common stock subject to possible redemption,138,000,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively1,380,000,000
Stockholders' (deficit) equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital21,550
Accumulated deficit(98,453,978)(1,000)
Total stockholders' (deficit) equity(98,450,528)24,000
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY1,386,057,433 36,000
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption,138,000,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively1,380,000,000
Class B Common Stock
Stockholders' (deficit) equity
Common stock[1] $ 3,450 $ 3,450
[1]Included an aggregate of 4,500,000 shares that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full at December 31, 2020 that was fully exercised at the IPO (see Note 6).

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesSep. 30, 2021Jun. 30, 2021Mar. 31, 2021Feb. 17, 2021Dec. 31, 2020
Preferred stock, par value, (per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock, shares issued0 0
Preferred stock, shares outstanding0 0
Temporary equity, shares outstanding138,000,000 138,000,000 138,000,000
Class A Common Stock
Common shares, par value, (per share) $ 0.0001 $ 0.0001
Common shares, shares authorized240,000,000 240,000,000
Common shares, shares issued138,000,000 0
Common shares, shares outstanding138,000,000 0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding138,000,000 0
Class B Common Stock
Common shares, par value, (per share) $ 0.0001 $ 0.0001
Common shares, shares authorized60,000,000 60,000,000
Common shares, shares issued34,500,000 34,500,000
Common shares, shares outstanding34,500,000 34,500,000
Class B Common Stock | Over-allotment option
Temporary equity, shares outstanding4,500,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2021
Operating costs $ 497,700 $ 1,602,831
Loss from operations(497,700)(1,602,831)
Other income (expense):
Change in fair value of Warrant Liabilities29,924,000 3,612,000
Transaction costs related to Private Placement and Public Warrants(1,396,743)
Interest earned on marketable securities held in Trust Account68,391 116,513
Unrealized gain (loss) on marketable securities held in Trust Account36,974 (26,987)
Other income (expense), net30,029,365 2,304,783
Net income29,531,665 701,952
Class A Common Stock
Other income (expense):
Net income $ 23,625,332 $ 541,472
Weighted Average Number of Shares Outstanding, Basic138,000,000 113,736,264
Weighted Average Number of Shares Outstanding, Diluted138,000,000 113,736,264
Earnings Per Share, Basic $ 0.17 $ 0
Earnings Per Share, Diluted $ 0.17 $ 0
Class A Common Stock Subject to Redemption
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic138,000,000 113,736,264
Weighted Average Number of Shares Outstanding, Diluted138,000,000 113,736,264
Class A Common Stock Not Subject to Redemption
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic34,500,000 33,708,791
Weighted Average Number of Shares Outstanding, Diluted34,500,000 33,708,791
Class B Common Stock
Other income (expense):
Net income $ 5,906,333 $ 160,480
Weighted Average Number of Shares Outstanding, Basic34,500,000 33,708,791
Weighted Average Number of Shares Outstanding, Diluted34,500,000 33,708,791
Earnings Per Share, Basic $ 0.17 $ 0
Earnings Per Share, Diluted $ 0.17 $ 0

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)Class A Common StockClass B Common StockCommon StockClass B Common StockAdditional Paid-in CapitalAccumulated DeficitTotal
Balance at the beginning at Dec. 31, 2020 $ 3,450 $ 21,550 $ (1,000) $ 24,000
Balance at the beginning (in shares) at Dec. 31, 202034,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount(21,550)(99,154,930)(99,176,480)
Net income (loss)(7,650,619)(7,650,619)
Balance at the end at Mar. 31, 2021 $ 3,450 (106,806,549)(106,803,099)
Balance at the end (in shares) at Mar. 31, 202134,500,000
Balance at the beginning at Dec. 31, 2020 $ 3,450 $ 21,550 (1,000)24,000
Balance at the beginning (in shares) at Dec. 31, 202034,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount(99,176,480)
Net income (loss) $ 541,472 $ 160,480 701,952
Balance at the end at Sep. 30, 2021 $ 3,450 (98,453,978)(98,450,528)
Balance at the end (in shares) at Sep. 30, 202134,500,000
Balance at the beginning at Mar. 31, 2021 $ 3,450 (106,806,549)(106,803,099)
Balance at the beginning (in shares) at Mar. 31, 202134,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount15,839 15,839
Net income (loss)(21,179,094)(21,179,094)
Balance at the end at Jun. 30, 2021 $ 3,450 (127,969,804)(127,966,354)
Balance at the end (in shares) at Jun. 30, 202134,500,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount(15,839)(15,839)
Net income (loss) $ 23,625,332 $ 5,906,333 29,531,665 29,531,665
Balance at the end at Sep. 30, 2021 $ 3,450 $ (98,453,978) $ (98,450,528)
Balance at the end (in shares) at Sep. 30, 202134,500,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS9 Months Ended
Sep. 30, 2021USD ($)
Cash flows from operating activities:
Net income $ 701,952
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account(116,513)
Unrealized loss on marketable securities held in Trust Account26,987
Change in fair value of Warrant Liabilities(3,612,000)
Transaction costs related to Private Placement and Public Warrants1,396,743
Changes in operating assets and liabilities:
Prepaid expenses(1,366,500)
Accrued expenses170,961
Net cash used in operating activities(2,798,370)
Cash flows from investing activities:
Investment of cash into Trust Account(1,380,000,000)
Net cash used in investing activities(1,380,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid1,355,500,000
Proceeds from sale of Private Placements Warrants32,600,000
Proceeds from promissory note - related party375,000
Repayment of promissory note - related party(375,000)
Payment of offering costs(725,223)
Net cash provided by financing activities1,387,374,777
Net change in cash4,576,407
Cash - Beginning of period25,000
Cash - End of period4,601,407
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption1,380,000,000
Deferred underwriting fee payable48,300,000
Initial fair value of warrant liabilities $ 59,648,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS9 Months Ended
Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp VII (the “Company”) was incorporated in Delaware on October 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). The Company is an 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. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 138,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 18,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option further described in Note 4. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,380,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Churchill Sponsor VII LLC (the “Sponsor”), generating gross proceeds to the Company of $32,600,000. Transaction costs amounted to $73,525,223 consisting of $24,500,000 of underwriting discount net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $1,380,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (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 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of  $1,000,000 and to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one-hundred percent (100%) of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00 in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target business, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS9 Months Ended
Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTSNOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company's condensed financial statements as of September 30, 2021 and in accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Accordingly, management determined it should restate its previously reported condensed financial statements. The Company had previously determined the shares of Class A Common Stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A Common Stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management has also determined that the shares of Class A Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management has concluded that the redemption value should include all the shares of Class A Common Stock subject to possible redemption, resulting in the shares of Class A Common Stock subject to possible redemption being equal to their redemption value. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As a result, management has noted a restatement adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the shares of Class A Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and the shares of Class A Common Stock. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of February 17, 2021 (audited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 1,274,450,770 ​ $ 105,549,230 ​ $ 1,380,000,000 Class A common stock ​ $ 459 ​ $ (459) ​ $ — Additional paid-in capital ​ $ 6,393,841 ​ $ (6,393,841) ​ $ — Accumulated deficit ​ $ (1,397,743) ​ $ (99,154,930) ​ $ (100,552,673) Total stockholders’ equity (deficit) ​ $ 5,000,007 ​ $ (105,549,230) ​ $ (100,549,223) Number of shares subject to redemption ​ 127,445,077 ​ 10,554,923 ​ 138,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 1,268,196,900 ​ $ 111,803,100 ​ $ 1,380,000,000 Class A common stock ​ $ 1,118 ​ $ (1,118) ​ $ — Additional paid-in capital ​ $ 12,647,052 ​ $ (12,647,052) ​ $ — Accumulated deficit ​ $ (7,651,619) ​ $ (99,154,930) ​ $ (106,806,549) Total stockholders’ equity (deficit) ​ $ 5,000,001 ​ $ (111,803,100) ​ $ (106,803,099) Number of shares subject to redemption ​ ​ 126,819,690 ​ ​ 10,554,940 ​ ​ 138,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 1,247,017,797 ​ $ 132,966,364 ​ $ 1,379,984,161 Class A common stock ​ $ 1,330 ​ $ (1,330) ​ $ — Additional paid-in capital ​ $ 33,825,943 ​ $ (33,825,943) ​ $ — Accumulated deficit ​ $ (28,830,713) ​ $ (99,139,091) ​ $ (127,969,804) Total stockholders’ equity (deficit) ​ $ 5,000,010 ​ $ (132,966,364) ​ $ (127,966,354) Number of shares subject to redemption ​ ​ 124,703,211 ​ ​ 13,296,789 ​ ​ 138,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Sale of 138,000,000 Units, net of underwriting discounts and offering expenses ​ $ 1,280,823,520 ​ $ (1,280,823,520) ​ ​ — Initial value of common stock subject to redemption at IPO ​ $ (1,274,450,770) ​ ​ 1,274,450,770 ​ ​ — Change in value of common stock subject to redemption ​ $ 6,253,870 ​ ​ (6,253,870) ​ ​ — Accretion for Class A common stock to redemption amount ​ $ — ​ $ (99,176,480) ​ $ (99,176,480) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in value of common stock subject to redemption ​ ​ 21,179,103 ​ ​ (21,179,103) ​ ​ — Accretion for Class A common stock to redemption amount ​ ​ — ​ ​ 15,839 ​ ​ 15,839 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A common stock subject to possible redemption ​ $ 1,274,450,770 ​ $ 105,549,230 ​ $ 1,380,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A common stock subject to possible redemption ​ $ 1,274,450,770 ​ $ 105,549,230 ​ $ 1,380,000,000 ​ In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ As Previously ​ ​ As Previously ​ ​ ​ ​ Reported ​ As Restated ​ Reported ​ As Restated ​ Reported ​ As Restated ​ ​ For the Three ​ For the Three ​ For the Three ​ For the Three ​ For the Six ​ For the Six ​ ​ Months Ended ​ Months Ended ​ Months Ended ​ Months Ended ​ Months Ended ​ Months Ended ​ ​ March 31, 2021 ​ March 31, 2021 ​ June 30, 2021 ​ June 30, 2021 ​ June 30, 2021 ​ June 30, 2021 Basic and diluted weighted average shares outstanding , Class A common stock subject to possible redemption ​ 127,445,077 ​ — ​ 126,819,690 ​ — ​ 127,017,181 ​ — Basic and diluted net loss per common share, Class A common stock ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Basic and diluted weighted average shares outstanding , Class B common ​ 36,948,426 ​ — ​ 45,680,310 ​ — ​ 41,376,878 ​ — Basic and diluted net loss per common share, Class B common stock ​ $ (0.06) ​ $ — ​ $ (0.17) ​ $ — ​ $ (0.23) ​ $ — Weighted average shares outstanding of Class A common stock ​ — ​ 64,400,000 ​ — ​ 138,000,000 ​ — ​ 101,403,315 Basic and diluted net i ncome (loss) income per share, Class A common stock ​ — ​ (0.08) ​ — ​ (0.12) ​ — ​ (0.21) Weighted average shares outstanding of Class B common stock ​ — ​ 32,100,000 ​ — ​ 34,500,000 ​ — ​ 33,306,630 Basic and diluted net income (loss) per share, Class B common stock ​ — ​ (0.08) ​ — ​ (0.12) ​ — ​ (0.21) ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES9 Months Ended
Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 3. 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 8 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 Initial Public Offering as filed with the SEC on February 12, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for year the ended December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in the Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. No amounts were withdrawn during the nine months ended September 30, 2021. The Company did not have any assets held in the Trust Account at December 31, 2020. All of the Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 1,380,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants $ (27,048,000) Class A common stock issuance costs $ (72,128,480) Plus: ​ ​ ​ Accretion of carrying value to redemption value $ 99,176,480 Class A common stock subject to possible redemption $ 1,380,000,000 ​ Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2021, all deferred tax assets resulting from net operating losses were fully offset by a valuation allowance. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $1,396,743 were expensed to the condensed statements of operations. Net Income (Loss) per Common Share Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net income per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common shares is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 23,625,332 ​ $ 5,906,333 ​ $ 541,472 ​ $ 160,480 Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 138,000,000 ​ 34,500,000 ​ 113,736,264 ​ 33,708,791 Basic and diluted net income per common share ​ $ 0.17 ​ $ 0.17 ​ $ 0.00 ​ $ 0.00 ​ 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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING9 Months Ended
Sep. 30, 2021
PUBLIC OFFERING
PUBLIC OFFERINGNOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 138,000,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriter of its option to purchase an additional 18,000,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT9 Months Ended
Sep. 30, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENTNOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 32,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $32,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 9).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS9 Months Ended
Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONSNOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock for an aggregate one Founder Share price of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On February 11, 2021, the Company effected a stock dividend of one The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up. Administrative Support Agreement The Company entered into an agreement, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the three and nine months ended September 30, 2021, the Company incurred and paid $150,000 and $369,643 of such fees, respectively. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Promissory Note—Related Party On December 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was no outstanding balance under the Promissory Note. The borrowings outstanding under the Promissory Note in the amount of $375,000 were repaid upon the consummation of the Initial Public Offering on February 17, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required the ("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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES9 Months Ended
Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIESNOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or 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 or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a forty-five (45)-day option from the date of Initial Public Offering to purchase up to 18,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to fully exercise the over-allotment option, the underwriters purchased an additional 18,000,000 Units, at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $27,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. ​ Legal Fees ​ As of September 30, 2021, the Company incurred legal fees of approximately $30,854. These fees will only become due and payable upon the consummation of an initial Business Combination. ​

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT9 Months Ended
Sep. 30, 2021
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICITNOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock outstanding issued Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination.

WARRANT LIABILITIES

WARRANT LIABILITIES9 Months Ended
Sep. 30, 2021
WARRANT LIABILITIES
WARRANT LIABILITIESNOTE 9. WARRANT LIABILITIES As of September 30, 2021, there were 27,600,000 Public Warrants outstanding. There were no Public Warrants outstanding as of December 31, 2020. The Public Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable on the later of (a) thirty (30) days after the completion of a Business Combination or (b) twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless 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. 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 best efforts to file with the SEC, and within 60 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than thirty ( 30 ) days' prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty ( 20 ) trading days within a thirty ( 30 )-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the Public warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. As of September 30, 2021, there were 32,600,000 Private Placement Warrants outstanding. There were no Private Placement Warrants outstanding as of December 31, 2020. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until thirty (30) days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS9 Months Ended
Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTSNOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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 at Issuance (upon consummation of the IPO) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At Issuance ​ ​ September 30, February 11, Description ​ Level ​ 2021 2021 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 1,380,089,526 ​ $ 1,380,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Warrant liability- Public Warrants ​ 1 ​ ​ 25,392,000 ​ ​ — Warrant liability- Public Warrants ​ 3 ​ ​ — ​ ​ 27,048,000 Warrant liability- Private Placement Warrants 3 ​ ​ 30,644,000 ​ ​ 32,600,000 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statements of operations. As of September 30, 2021, the Warrant Liability for Private Placement Warrants was valued using a modified Black-Scholes model, which is considered to be a Level 3 fair value measurement. At issuance, the Public Warrants were valued using a Monte Carlo simulation. Subsequent to the Public Warrants detachment from the Units, the Public Warrants are valued based on quoted market price, under ticker CVII. WS, which is a Level 1 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVII.WS. At issuance the estimated fair value of the Private Placement Warrants was determined by a Monte Carlo simulation. As of September 30, 2021, the estimated fair value of the Private Placement Warrants was determined using a modified Black-Scholes model. The following are the significant inputs used in determining fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ At Issuance ​ ​ September 30, 2021 February 11, 2021 ​ Exercise price ​ $ 11.50 $ 11.50 ​ Stock price ​ $ 9.72 ​ $ 9.81 ​ Volatility ​ 15.3 % 19.25 % Probability of completing a Business Combination ​ 80 % 80 % Term ​ 5.27 ​ 5.25 ​ Risk-free rate ​ 1.14 % 0.69 % Dividend yield ​ 0.0 % 0.0 % ​ The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Private Placement Warrants Warrant Liabilities Warrant liabilities at February 17, 2021 (IPO) ​ $ — ​ $ — ​ $ — Issuance of Public and Private Warrants ​ ​ 27,048,000 ​ ​ 32,600,000 ​ 59,648,000 Change in fair value of warrant liabilities ​ ​ 2,484,000 ​ ​ 3,586,000 ​ ​ 6,070,000 Fair value as of March 31, 2021 ​ ​ 29,532,000 ​ ​ 36,186,000 ​ ​ 65,718,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of warrant liabilities ​ ​ 8,832,000 ​ ​ 11,410,000 ​ ​ 20,242,000 Transfers to Level 1 ​ ​ (38,364,000) ​ ​ — ​ ​ (38,364,000) Fair value as of June 30, 2021 ​ $ — ​ $ 47,596,000 ​ $ 47,596,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of warrant liabilities ​ ​ — ​ ​ (16,952,000) ​ ​ (16,952,000) Fair value as of September 30, 2021 ​ $ — ​ $ 30,644,000 ​ $ 30,644,000 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement at the time of transfer during the nine months ended September 30, 2021 was $38,364,000.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS9 Months Ended
Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTSNOTE 11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)9 Months Ended
Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of PresentationBasis 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 8 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 Initial Public Offering as filed with the SEC on February 12, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for year the ended December 31, 2021 or for any future periods.
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of EstimatesUse of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Marketable Securities Held in the Trust AccountMarketable Securities Held in the Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. No amounts were withdrawn during the nine months ended September 30, 2021. The Company did not have any assets held in the Trust Account at December 31, 2020. All of the Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible RedemptionClass 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 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 1,380,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants $ (27,048,000) Class A common stock issuance costs $ (72,128,480) Plus: ​ ​ ​ Accretion of carrying value to redemption value $ 99,176,480 Class A common stock subject to possible redemption $ 1,380,000,000
Warrant LiabilitiesWarrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income TaxesIncome Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2021, all deferred tax assets resulting from net operating losses were fully offset by a valuation allowance.
Offering CostsOffering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $1,396,743 were expensed to the condensed statements of operations.
Net Income (Loss) per Common ShareNet Income (Loss) per Common Share Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net income per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net income per common share as the redemption value approximates fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common shares is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 23,625,332 ​ $ 5,906,333 ​ $ 541,472 ​ $ 160,480 Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 138,000,000 ​ 34,500,000 ​ 113,736,264 ​ 33,708,791 Basic and diluted net income per common share ​ $ 0.17 ​ $ 0.17 ​ $ 0.00 ​ $ 0.00
Concentration of Credit RiskConcentration 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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 10).
Recent Accounting StandardsRecent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)9 Months Ended
Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Summarized effect of revision on financial statementThe impact of the restatement on the Company’s financial statements is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of February 17, 2021 (audited) ​ Reported ​ Adjustment ​ As Restated Class A common stock subject to possible redemption ​ $ 1,274,450,770 ​ $ 105,549,230 ​ $ 1,380,000,000 Class A common stock ​ $ 459 ​ $ (459) ​ $ — Additional paid-in capital ​ $ 6,393,841 ​ $ (6,393,841) ​ $ — Accumulated deficit ​ $ (1,397,743) ​ $ (99,154,930) ​ $ (100,552,673) Total stockholders’ equity (deficit) ​ $ 5,000,007 ​ $ (105,549,230) ​ $ (100,549,223) Number of shares subject to redemption ​ 127,445,077 ​ 10,554,923 ​ 138,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 1,268,196,900 ​ $ 111,803,100 ​ $ 1,380,000,000 Class A common stock ​ $ 1,118 ​ $ (1,118) ​ $ — Additional paid-in capital ​ $ 12,647,052 ​ $ (12,647,052) ​ $ — Accumulated deficit ​ $ (7,651,619) ​ $ (99,154,930) ​ $ (106,806,549) Total stockholders’ equity (deficit) ​ $ 5,000,001 ​ $ (111,803,100) ​ $ (106,803,099) Number of shares subject to redemption ​ ​ 126,819,690 ​ ​ 10,554,940 ​ ​ 138,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption ​ $ 1,247,017,797 ​ $ 132,966,364 ​ $ 1,379,984,161 Class A common stock ​ $ 1,330 ​ $ (1,330) ​ $ — Additional paid-in capital ​ $ 33,825,943 ​ $ (33,825,943) ​ $ — Accumulated deficit ​ $ (28,830,713) ​ $ (99,139,091) ​ $ (127,969,804) Total stockholders’ equity (deficit) ​ $ 5,000,010 ​ $ (132,966,364) ​ $ (127,966,354) Number of shares subject to redemption ​ ​ 124,703,211 ​ ​ 13,296,789 ​ ​ 138,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Sale of 138,000,000 Units, net of underwriting discounts and offering expenses ​ $ 1,280,823,520 ​ $ (1,280,823,520) ​ ​ — Initial value of common stock subject to redemption at IPO ​ $ (1,274,450,770) ​ ​ 1,274,450,770 ​ ​ — Change in value of common stock subject to redemption ​ $ 6,253,870 ​ ​ (6,253,870) ​ ​ — Accretion for Class A common stock to redemption amount ​ $ — ​ $ (99,176,480) ​ $ (99,176,480) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Changes in Stockholders’ Equity (Deficit) as of June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in value of common stock subject to redemption ​ ​ 21,179,103 ​ ​ (21,179,103) ​ ​ — Accretion for Class A common stock to redemption amount ​ ​ — ​ ​ 15,839 ​ ​ 15,839 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A common stock subject to possible redemption ​ $ 1,274,450,770 ​ $ 105,549,230 ​ $ 1,380,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A common stock subject to possible redemption ​ $ 1,274,450,770 ​ $ 105,549,230 ​ $ 1,380,000,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)9 Months Ended
Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A common stocks reflected in the condensed balance sheetsAt September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 1,380,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants $ (27,048,000) Class A common stock issuance costs $ (72,128,480) Plus: ​ ​ ​ Accretion of carrying value to redemption value $ 99,176,480 Class A common stock subject to possible redemption $ 1,380,000,000
Reconciliation of Net Loss per Common ShareThe following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 23,625,332 ​ $ 5,906,333 ​ $ 541,472 ​ $ 160,480 Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 138,000,000 ​ 34,500,000 ​ 113,736,264 ​ 33,708,791 Basic and diluted net income per common share ​ $ 0.17 ​ $ 0.17 ​ $ 0.00 ​ $ 0.00

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)9 Months Ended
Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At Issuance ​ ​ September 30, February 11, Description ​ Level ​ 2021 2021 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 1,380,089,526 ​ $ 1,380,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Warrant liability- Public Warrants ​ 1 ​ ​ 25,392,000 ​ ​ — Warrant liability- Public Warrants ​ 3 ​ ​ — ​ ​ 27,048,000 Warrant liability- Private Placement Warrants 3 ​ ​ 30,644,000 ​ ​ 32,600,000
Schedule of quantitative information regarding Level 3 fair value measurements inputs​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ At Issuance ​ ​ September 30, 2021 February 11, 2021 ​ Exercise price ​ $ 11.50 $ 11.50 ​ Stock price ​ $ 9.72 ​ $ 9.81 ​ Volatility ​ 15.3 % 19.25 % Probability of completing a Business Combination ​ 80 % 80 % Term ​ 5.27 ​ 5.25 ​ Risk-free rate ​ 1.14 % 0.69 % Dividend yield ​ 0.0 % 0.0 %
Schedule of change in the fair value of the Level 3 warrant liabilities​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants Private Placement Warrants Warrant Liabilities Warrant liabilities at February 17, 2021 (IPO) ​ $ — ​ $ — ​ $ — Issuance of Public and Private Warrants ​ ​ 27,048,000 ​ ​ 32,600,000 ​ 59,648,000 Change in fair value of warrant liabilities ​ ​ 2,484,000 ​ ​ 3,586,000 ​ ​ 6,070,000 Fair value as of March 31, 2021 ​ ​ 29,532,000 ​ ​ 36,186,000 ​ ​ 65,718,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of warrant liabilities ​ ​ 8,832,000 ​ ​ 11,410,000 ​ ​ 20,242,000 Transfers to Level 1 ​ ​ (38,364,000) ​ ​ — ​ ​ (38,364,000) Fair value as of June 30, 2021 ​ $ — ​ $ 47,596,000 ​ $ 47,596,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in fair value of warrant liabilities ​ ​ — ​ ​ (16,952,000) ​ ​ (16,952,000) Fair value as of September 30, 2021 ​ $ — ​ $ 30,644,000 ​ $ 30,644,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)Mar. 31, 2021sharesFeb. 17, 2021USD ($)$ / sharessharesOct. 09, 2020itemSep. 30, 2021USD ($)Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item1
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares138,000,000
Proceeds from sale of Private Placements Warrants $ 32,600,000
Transaction Costs $ 73,525,223
Underwriting fees24,500,000
Reimbursed from the underwriters3,100,000
Deferred underwriting fee payable48,300,000 48,300,000
Other offering costs $ 725,223
Payments for investment of cash in Trust Account $ 1,380,000,000
Condition for future business combination use of proceeds percentage80
Condition for future business combination threshold Percentage Ownership50
Condition for future business combination threshold Net Tangible Assets $ 5,000,001
Redemption limit percentage without prior consent15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)100.00%
Months to complete acquisition24
Redemption period upon closure10 days
Cash held outside the trust account $ 4,601,407 $ 25,000
Business Combination Period27 months
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares32,600,000
Price of warrant | $ / shares $ 1
Proceeds from sale of Private Placements Warrants $ 32,600,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares138,000,000
Purchase price, per unit | $ / shares $ 10
Proceeds from issuance initial public offering $ 1,380,000,000
Deferred underwriting fee payable48,300,000
Payments for investment of cash in Trust Account1,380,000,000
Cash held outside the trust account1,000,000
Maximum Allowed Dissolution Expenses $ 100,000
Investments Maximum Maturity Term185 days
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares32,600,000
Price of warrant | $ / shares $ 1
Proceeds from sale of Private Placements Warrants $ 32,600,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares18,000,000
Purchase price, per unit | $ / shares $ 10

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)Jun. 30, 2021Mar. 31, 2021Sep. 30, 2021Jun. 30, 2021Mar. 31, 2021Jun. 30, 2021Sep. 30, 2021Feb. 17, 2021Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets $ 5,000,001 $ 5,000,001
Balance Sheet as of January 29, 2021 (audited)
Class A common stock subject to possible redemption $ 1,379,984,161 $ 1,380,000,000 1,380,000,000 $ 1,379,984,161 $ 1,380,000,000 $ 1,379,984,161 1,380,000,000 $ 1,380,000,000
Additional paid-in capital $ 21,550
Accumulated deficit(127,969,804)(106,806,549)(98,453,978)(127,969,804)(106,806,549)(127,969,804)(98,453,978)(100,552,673)(1,000)
Total stockholders' equity (deficit) $ (127,966,354) $ (106,803,099)(98,450,528) $ (127,966,354) $ (106,803,099) $ (127,966,354)(98,450,528) $ (100,549,223)24,000
Number of shares subject to redemption138,000,000 138,000,000 138,000,000 138,000,000 138,000,000 138,000,000
Condensed Statement of Changes in Stockholders' Equity (Deficit)
Sale of Units, net of underwriting discounts and offering expenses (in shares)138,000,000
Accretion for Class A common stock to redemption amount $ 15,839 $ (99,176,480)15,839 $ (15,839) $ 99,176,480 99,176,480
Stockholders' Equity Attributable to Parent(127,966,354)(106,803,099) $ (98,450,528) $ (127,966,354) $ (106,803,099) $ (127,966,354)(98,450,528) $ (100,549,223) $ 24,000
Statement of Cash Flows
Initial classification of common stock subject to possible redemption1,380,000,000 1,380,000,000 $ 1,380,000,000
Class A Common Stock Not Subject to Redemption
Basic and diluted net income per common share
Weighted Average Number of Shares Outstanding, Basic34,500,000 33,708,791
Weighted Average Number of Shares Outstanding, Diluted34,500,000 33,708,791
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock subject to possible redemption price per share $ 10 $ 10
Basic and diluted net income per common share
Earnings Per Share, Basic0.17 $ (0.12) $ (0.08) $ (0.21)0
Earnings Per Share, Diluted $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0
Weighted Average Number of Shares Outstanding, Basic138,000,000 138,000,000 64,400,000 101,403,315 113,736,264
Weighted Average Number of Shares Outstanding, Diluted138,000,000 138,000,000 64,400,000 101,403,315 113,736,264
Class A Common Stock Subject to Redemption
Balance Sheet as of January 29, 2021 (audited)
Class A common stock subject to possible redemption $ 1,380,000,000 $ 1,380,000,000
Number of shares subject to redemption138,000,000 138,000,000 0
Basic and diluted net income per common share
Weighted Average Number of Shares Outstanding, Basic138,000,000 113,736,264
Weighted Average Number of Shares Outstanding, Diluted138,000,000 113,736,264
Class B Common Stock
Balance Sheet as of January 29, 2021 (audited)
Class A common stock[1] $ 3,450 $ 3,450 $ 3,450
Basic and diluted net income per common share
Earnings Per Share, Basic $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0
Earnings Per Share, Diluted $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0
Weighted Average Number of Shares Outstanding, Basic34,500,000 34,500,000 32,100,000 33,306,630 33,708,791
Weighted Average Number of Shares Outstanding, Diluted34,500,000 34,500,000 32,100,000 33,306,630 33,708,791
As Previously Reported
Balance Sheet as of January 29, 2021 (audited)
Class A common stock subject to possible redemption1,247,017,797 1,268,196,900 $ 1,247,017,797 $ 1,268,196,900 $ 1,247,017,797 1,274,450,770
Class A common stock1,330 1,118 1,330 1,118 1,330 459
Additional paid-in capital33,825,943 12,647,052 33,825,943 12,647,052 33,825,943 6,393,841
Accumulated deficit(28,830,713)(7,651,619)(28,830,713)(7,651,619)(28,830,713)(1,397,743)
Total stockholders' equity (deficit) $ 5,000,010 $ 5,000,001 $ 5,000,010 $ 5,000,001 $ 5,000,010 $ 5,000,007
Number of shares subject to redemption124,703,211 126,819,690 124,703,211 126,819,690 124,703,211 127,445,077
Condensed Statement of Changes in Stockholders' Equity (Deficit)
Sale of 138,000,000 Units, net of underwriting discount and offering expenses $ 1,280,823,520
Initial value of common stock subject to redemption at IPO(1,274,450,770)
Change in value of Class A common stock subject to possible redemption $ 21,179,103 6,253,870
Stockholders' Equity Attributable to Parent5,000,010 5,000,001 $ 5,000,010 $ 5,000,001 $ 5,000,010 $ 5,000,007
Statement of Cash Flows
Initial classification of common stock subject to possible redemption1,274,450,770 1,274,450,770
As Previously Reported | Class A Common Stock Subject to Redemption
Basic and diluted net income per common share
Weighted Average Number of Shares Outstanding, Basic126,819,690 127,445,077 127,017,181
Weighted Average Number of Shares Outstanding, Diluted126,819,690 127,445,077 127,017,181
As Previously Reported | Class B Common Stock
Basic and diluted net income per common share
Earnings Per Share, Basic $ (0.17) $ (0.06) $ (0.23)
Earnings Per Share, Diluted $ (0.17) $ (0.06) $ (0.23)
Weighted Average Number of Shares Outstanding, Basic45,680,310 36,948,426 41,376,878
Weighted Average Number of Shares Outstanding, Diluted45,680,310 36,948,426 41,376,878
Adjustment
Balance Sheet as of January 29, 2021 (audited)
Class A common stock subject to possible redemption132,966,364 111,803,100 $ 132,966,364 $ 111,803,100 $ 132,966,364 105,549,230
Class A common stock(1,330)(1,118)(1,330)(1,118)(1,330)(459)
Additional paid-in capital(33,825,943)(12,647,052)(33,825,943)(12,647,052)(33,825,943)(6,393,841)
Accumulated deficit(99,139,091)(99,154,930)(99,139,091)(99,154,930)(99,139,091)(99,154,930)
Total stockholders' equity (deficit) $ (132,966,364) $ (111,803,100) $ (132,966,364) $ (111,803,100) $ (132,966,364) $ (105,549,230)
Number of shares subject to redemption13,296,789 10,554,940 13,296,789 10,554,940 13,296,789 10,554,923
Condensed Statement of Changes in Stockholders' Equity (Deficit)
Sale of 138,000,000 Units, net of underwriting discount and offering expenses $ (1,280,823,520)
Initial value of common stock subject to redemption at IPO1,274,450,770
Change in value of Class A common stock subject to possible redemption $ (21,179,103)(6,253,870)
Accretion for Class A common stock to redemption amount15,839 (99,176,480)
Stockholders' Equity Attributable to Parent(132,966,364)(111,803,100) $ (132,966,364) $ (111,803,100) $ (132,966,364) $ (105,549,230)
Statement of Cash Flows
Initial classification of common stock subject to possible redemption $ 105,549,230 $ 105,549,230
[1]Included an aggregate of 4,500,000 shares that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full at December 31, 2020 that was fully exercised at the IPO (see Note 6).

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)9 Months Ended
Sep. 30, 2021Dec. 31, 2020
Cash equivalents $ 0 $ 0
Withdrawn marketable securities held in trust account0
Unrecognized tax benefits0 0
Unrecognized tax benefits accrued for interest and penalties $ 0 $ 0
Anti-dilutive securities attributable to warrants (in shares)60,200,000
Federal depository insurance coverage $ 250,000
Initial Public Offering
Offering cost73,525,223
Charges On Stockholders Equity72,128,480
Offering cost expenses $ 1,396,743

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)Jun. 30, 2021Mar. 31, 2021Sep. 30, 2021Jun. 30, 2021Mar. 31, 2021Sep. 30, 2021Feb. 17, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds $ 1,380,000,000
Proceeds allocated to Public Warrants(27,048,000)
Class A common stock issuance costs(72,128,480)
Accretion of carrying value to redemption value $ 15,839 $ (99,176,480) $ 15,839 $ (15,839) $ 99,176,480 99,176,480
Class A common stock subject to possible redemption $ 1,379,984,161 $ 1,380,000,000 $ 1,380,000,000 $ 1,379,984,161 $ 1,380,000,000 $ 1,380,000,000 $ 1,380,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Common Share (Details) - USD ($)3 Months Ended6 Months Ended9 Months Ended
Sep. 30, 2021Jun. 30, 2021Mar. 31, 2021Jun. 30, 2021Sep. 30, 2021
Numerator:
Allocation of net income, as adjusted $ 29,531,665 $ (21,179,094) $ (7,650,619) $ 701,952
Class A Common Stock
Numerator:
Allocation of net income, as adjusted $ 23,625,332 $ 541,472
Denominator:
weighted average shares outstanding, basic138,000,000 138,000,000 64,400,000 101,403,315 113,736,264
weighted average shares outstanding, diluted138,000,000 138,000,000 64,400,000 101,403,315 113,736,264
Net income per common share, basic $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0
Net income per common share, diluted $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0
Class B Common Stock
Numerator:
Allocation of net income, as adjusted $ 5,906,333 $ 160,480
Denominator:
weighted average shares outstanding, basic34,500,000 34,500,000 32,100,000 33,306,630 33,708,791
weighted average shares outstanding, diluted34,500,000 34,500,000 32,100,000 33,306,630 33,708,791
Net income per common share, basic $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0
Net income per common share, diluted $ 0.17 $ (0.12) $ (0.08) $ (0.21) $ 0

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / sharesMar. 31, 2021Feb. 17, 2021
Subsidiary, Sale of Stock [Line Items]
Number of units sold138,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold138,000,000
Purchase price, per unit $ 10
Number of shares in a unit1
Number of warrants in a unit0.20
Number of shares issuable per warrant1
Exercise price of warrants $ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold18,000,000
Purchase price, per unit $ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)Feb. 17, 2021Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price $ 32,600,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued32,600,000
Price of warrants $ 1
Aggregate purchase price $ 32,600,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued32,600,000
Price of warrants $ 1
Aggregate purchase price $ 32,600,000
Number of shares per warrant1
Exercise price of warrant $ 11.50

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)Feb. 17, 2021Feb. 11, 2021Sep. 30, 2021Sep. 30, 2021Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party $ 375,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month $ 50,000
Expenses incurred and paid $ 150,000 369,643
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note $ 600,000
Outstanding balance of related party note0 0 $ 0
Repayment of promissory note - related party $ 375,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant $ 1,500,000 $ 1,500,000
Price of warrant $ 1 $ 1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)Feb. 11, 2021sharesDec. 31, 2020USD ($)D$ / sharesshares
Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture0
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued8,625,000
Aggregate purchase price | $ $ 25,000
Share dividend0.2
Aggregate number of shares owned34,500,000
Shares subject to forfeiture4,500,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders20.00%
Restrictions on transfer period of time after business combination completion1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares $ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences150 days

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)Mar. 31, 2021sharesFeb. 17, 2021USD ($)$ / sharessharesSep. 30, 2021USD ($)item
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item3
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares138,000,000
Deferred underwriting fee payable | $ $ 48,300,000 $ 48,300,000
Legal fee payable | $ $ 30,854
Granted Term45 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares138,000,000
Purchase price, per share | $ / shares $ 10
Underwriting cash discount per unit | $ / shares $ 0.20
Underwriter cash discount | $ $ 27,600,000
Deferred fee per unit | $ / shares $ 0.35
Deferred underwriting fee payable | $ $ 48,300,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares18,000,000
Purchase price, per share | $ / shares $ 10

STOCKHOLDERS DEFICIT - Preferre

STOCKHOLDERS DEFICIT - Preferred Stock Shares (Details) - $ / sharesSep. 30, 2021Dec. 31, 2020
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized1,000,000 1,000,000
Preferred stock, par value, (per share) $ 0.0001 $ 0.0001
Preferred shares, shares issued0 0
Preferred shares, shares outstanding0 0

STOCKHOLDERS DEFICIT - Common S

STOCKHOLDERS DEFICIT - Common Stock Shares (Details)9 Months Ended
Sep. 30, 2021Vote$ / sharessharesDec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)240,000,000 240,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001
Common shares, votes per share | Vote1
Common shares, shares issued (in shares)138,000,000 0
Common shares, shares outstanding (in shares)138,000,000 0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)60,000,000 60,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001
Common shares, votes per share | Vote1
Common shares, shares issued (in shares)34,500,000 34,500,000
Common shares, shares outstanding (in shares)34,500,000 34,500,000
Ratio to be applied to the stock in the conversion20

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)9 Months Ended
Sep. 30, 2021D$ / sharessharesDec. 31, 2020shares
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement15 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares32,600,000 0
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one30 days
Warrant exercise period condition two12 months
Public Warrants expiration term5 years
Maximum threshold period for registration statement to become effective after business combination60 days
Class of Warrant or Right, Outstanding | shares27,600,000 0
Restrictions on transfer period of time after business combination completion30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share) | $ / shares $ 0.01
Redemption period30 days
Warrant redemption condition minimum share price | $ / shares $ 18
Threshold trading days for redemption of public warrants | D20
Threshold consecutive trading days for redemption of public warrants | D30

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)9 Months Ended
Sep. 30, 2021Feb. 11, 2021
Assets:
Marketable securities held in Trust Account $ 1,380,089,526
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability $ 56,036,000
Percentage Of Probability Of Business Combination80.00%
Level 1 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability $ 25,392,000
Level 1 | U.S. Treasury Securities | Recurring
Assets:
Marketable securities held in Trust Account1,380,089,526 $ 1,380,000,000
Level 3 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability27,048,000
Level 3 | Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability $ 30,644,000 $ 32,600,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3Sep. 30, 2021USD ($)$ / sharesFeb. 11, 2021$ / sharesUSD ($)
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input11.5011.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input9.729.81
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input15.3 19.25
Probability of completing a Business Combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input80 80
Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | $5.275.25
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input1.140.69
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input0 0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)1 Months Ended3 Months Ended9 Months Ended
Mar. 31, 2021Sep. 30, 2021Jun. 30, 2021Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period $ 47,596,000
Change in fair value of warrant liabilities(16,952,000) $ 20,242,000
Transfers to Level 1(38,364,000) $ 38,364,000
Warrant liabilities at end of period30,644,000 47,596,000 30,644,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period47,596,000
Change in fair value of warrant liabilities(16,952,000)11,410,000
Warrant liabilities at end of period $ 30,644,000 47,596,000 $ 30,644,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of warrant liabilities8,832,000
Transfers to Level 1(38,364,000)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period $ 0 65,718,000
Issuance of Public and Private Warrants59,648,000
Change in fair value of warrant liabilities6,070,000
Warrant liabilities at end of period65,718,000
Level 3 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period0 36,186,000
Issuance of Public and Private Warrants32,600,000
Change in fair value of warrant liabilities3,586,000
Warrant liabilities at end of period36,186,000
Level 3 | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period0 $ 29,532,000
Issuance of Public and Private Warrants27,048,000
Change in fair value of warrant liabilities2,484,000
Warrant liabilities at end of period $ 29,532,000