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Marblegate Acquisition Corp - Series A (GATE)

Cover Page

Cover Page - shares9 Months Ended
Sep. 30, 2021Nov. 09, 2021
Document Information [Line Items]
Document Type10-Q
Amendment Flagfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity Registrant NameMARBLEGATE ACQUISITION CORP.
Entity Central Index Key0001838513
Document Period End DateSep. 30,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ3
Current Fiscal Year End Date--12-31
Entity File Number001-40862
Entity Filer CategoryNon-accelerated Filer
Entity Tax Identification Number85-4249135
Entity Incorporation, State or Country CodeDE
Entity Address, Address Line Onec/o Ellenoff Grossman & Schole LLP
Entity Address, Address Line Two1345 Avenue of the Americas
Entity Address, City or TownNew York
Entity Address, State or ProvinceNY
Entity Address, Postal Zip Code10105
City Area Code212
Local Phone Number370-1300
Entity Current Reporting StatusNo
Entity Interactive Data CurrentYes
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Shell Companytrue
Units, each consisting of one share of Class A common stock [Member]
Document Information [Line Items]
Trading SymbolGATEU
Title of 12(b) SecurityUnits, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Security Exchange NameNASDAQ
Common Stock Class A [Member]
Document Information [Line Items]
Trading SymbolGATE
Title of 12(b) SecurityShares of Class A common stock included as part of the Units
Security Exchange NameNASDAQ
Entity Common Stock, Shares Outstanding30,910,000
Common Stock Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding11,810,833
Redeemable warrants [Member]
Document Information [Line Items]
Trading SymbolGATEW
Title of 12(b) SecurityRedeemable warrants included as part of the Units
Security Exchange NameNASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)Sep. 30, 2021Dec. 31, 2020
Current asset – cash $ 1
Deferred offering costs473,214 42,500
TOTAL ASSETS473,215 42,500
Current liabilities
Accrued expenses881 1,000
Accrued offering costs263,109
Advance from related party42,500
Promissory note – related party186,819
Total Current Liabilities450,809 43,500
Commitments (Note 6)
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital23,819
Accumulated deficit(2,594)(1,000)
Total Stockholder's Equity22,406 (1,000)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY473,215 42,500
Common Stock Class A [Member]
Stockholder's Equity
Common Stock
Common Stock Class B [Member]
Stockholder's Equity
Common Stock[1] $ 1,181
[1]Includes up to 1,507,500 shares of Class B common stock subject to forfeiture depending on the extent to which the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / sharesSep. 30, 2021Dec. 31, 2020
Preferred stock, Par or stated 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
Common Stock Class A [Member]
Common stock, Par or stated value per share $ 0.0001 $ 0.0001
Common stock, Shares authorized200,000,000 200,000,000
Common stock, Shares issued0 0
Common stock, shares outstanding0 0
Common Stock Class B [Member]
Common stock, Par or stated value per share $ 0.0001 $ 0.0001
Common stock, Shares authorized20,000,000 20,000,000
Common stock, Shares issued11,810,833 11,810,833
Common stock, shares outstanding11,810,833 11,810,833
Common Stock Class B [Member] | Over-Allotment Option [Member]
Common stock, Other shares, outstanding1,507,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2021
Operating and formation costs $ 1,594 $ 1,594
Net income (loss) $ (1,594) $ (1,594)
Weighted average Class B shares outstanding, basic and diluted[1]10,303,333 10,303,333
Basic and diluted net loss per Class B common share $ 0 $ 0
[1]Excludes up to 1,507,500 shares of Class B common stock subject to forfeiture depending on the extent to which the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical)Sep. 30, 2021shares
Common Stock Class B [Member] | Over-Allotment Option [Member]
Common stock, Other shares, outstanding1,507,500

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder's Equity - USD ($)TotalCommon Stock [Member]Common Stock Class B [Member]Additional Paid-in CapitalAccumulated Deficit
Balance beginning, Values at Dec. 31, 2020 $ (1,000) $ (1,000)
Balance beginning, Shares at Dec. 31, 2020
Issuance of Class B common stock to Initial Stockholders[1]25,000 $ 1,181 $ 23,819
Issuance of Class B common stock to Initial Stockholders, Shares[1]11,810,833
Balance ending, Values at Mar. 31, 202124,000 $ 1,181 23,819 (1,000)
Balance ending, Shares at Mar. 31, 202111,810,833
Balance beginning, Values at Dec. 31, 2020(1,000)(1,000)
Balance beginning, Shares at Dec. 31, 2020
Net loss(1,594)
Balance ending, Values at Sep. 30, 202122,406 $ 1,181 23,819 (2,594)
Balance ending, Shares at Sep. 30, 202111,810,833
Balance beginning, Values at Jun. 30, 202124,000 $ 1,181 23,819 (1,000)
Balance beginning, Shares at Jun. 30, 202111,810,833
Net loss(1,594)(1,594)
Balance ending, Values at Sep. 30, 2021 $ 22,406 $ 1,181 $ 23,819 $ (2,594)
Balance ending, Shares at Sep. 30, 202111,810,833
[1]Includes up to 1,507,500 shares of Class B common stock subject to forfeiture depending on the extent to which the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholder's Equity (Parenthetical)Sep. 30, 2021shares
Common Stock Class B [Member] | Over-Allotment Option [Member]
Common stock, Other shares, outstanding1,507,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows9 Months Ended
Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss $ (1,594)
Changes in operating assets and liabilities:
Accrued expenses356
Net cash used in operating activities(1,238)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor25,000
Advances from related party(42,500)
Proceeds from promissory note – related party186,819
Payment of offering costs(168,080)
Net cash used in financing activities(1,239)
Net Change in Cash1
Cash – beginning of period
Cash – end of period1
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs $ 262,634

Description of Organization, Bu

Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties9 Months Ended
Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations, Liquidity, and Risks and UncertaintiesNOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES Marblegate Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 10, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 yet commenced any operations. All activity for the period from December 10, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 30, 2021. On October 5, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 910,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Marblegate Acquisition LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $9,100,000, which is described in Note 4. Transaction costs amounted to $42,630,587, consisting of $6,000,000 of underwriting fees, $15,000,000 of deferred underwriting fees, $1,015,137 of other offering costs (including $509,600 for the fair value of the private warrants included in the Private Placement Units, and $505,537 of offering costs, and $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors (see Note 5). Following the closing of the Initial Public Offering on October 5, 2021, an amount of $301,500,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), located in the United States and held in cash items or 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 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve 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 in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or 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 and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (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 other 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, 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 Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until January 5, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and Cantor have agreed to waive their liquidation rights with respect to the Founder Shares and the shares of Class A common stock underlying the Private Placement Units (the “Private Placement Shares”) if the Company fails to complete a Business Combination within the Combination Period. 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 Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). Liquidity Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through one year from date of filing and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting PoliciesNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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 October 4, 2021, as well as the Company’s Current Report on Form 8-K, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed unaudited 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 at the date of the financial statements and the reported amounts of 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. 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 at September 30, 2021 and December 31, 2020. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating As of September 30, 2021 and December 31, 2020, there were $473,214 and $42,500, respectively of deferred offering costs recorded in the accompanying unaudited condensed balance sheets. Warrant Instruments The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in FASB ASC Topic 815 “Derivatives and Hedging” whereby under that provision the warrants that do not meet the criteria for equity treatment must be recorded as a liability. Accordingly, the Company evaluated and will classify the warrants included in the Private Placement Units (the “Private Placement Warrants”) under liability treatment at its fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, there are no shares of Class A common stock subject to possible redemption outstanding; however, this will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Share Net loss per common share of common stock is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding shares of common stock subject to forfeiture. The weighted average number of shares were reduced for the effect of an aggregate of 1,507,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised (see Note 5). At September 30, 2021 and December 31, 2020, the Company did not have any dilutive securities and 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 loss per common share is the same as basic loss per common share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed unaudited balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 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.

Initial Public Offering

Initial Public Offering9 Months Ended
Sep. 30, 2021
Equity [Abstract]
Initial Public OfferingNOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, which closed October 5, 2021, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-half

Private Placement

Private Placement9 Months Ended
Sep. 30, 2021
Private Placement [Abstract]
Private PlacementNOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 910,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $9,100,000, in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one-half

Related Party Transactions

Related Party Transactions9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party TransactionsNOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, in consideration for the payment of certain of the Company’s offering costs, the Company applied $25,000 of outstanding advances from the Sponsor towards the issuance of 8,625,000 shares of the Company’s Class B common stock. In September 2021, the Company effected a stock dividend of 0.3694 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding 11,810,833 Founder Shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 1,507,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the holders of the Founder Shares will collectively own, on an as-converted The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In connection with the closing of the Initial Public Offering, the Sponsor sold 2,473,864 Founder Shares to certain anchor investors at their original purchase price. The Company estimated the aggregate fair value of the Founder Shares attributable to the anchor investors to be $20,656,764, or $8.35 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Offering costs related to the Founder Shares amounted to $20,656,764, of which $20,615,450 was charged to stockholders’ deficit upon the completion of the Initial Public Offering and $41,314 was expensed to the statement of operations and included in transaction costs attributable to warrant liabilities. Administrative Support Agreement The Company entered into an administrative support agreement, commencing on September 30, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for administrative and support services. Promissory Note — Related Party On January 15, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of September 30, 2021 and December 31, 2020, there are no Working Capital Loans outstanding.

Commitments and Contingencies

Commitments and Contingencies9 Months Ended
Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 30, 2021, the holders of the Founder Shares, the Private Placement Units (and the securities contained therein), and the units that may be issued upon conversion of Working Capital Loans (and the securities contained therein) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the 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. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the 5-year 7-year Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $6,000,000, excluding any amounts raised pursuant to the over-allotment option. In addition, the underwriters will be entitled to a deferred fee of (i) 5.0% of the gross proceeds of the initial 30,000,000 Units sold in the Proposed Public Offering, or $15,000,000, and (ii) 7.0% of the gross proceeds from the Units sold pursuant to the over-allotment option, or up to $3,150,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement

Stockholders' Equity

Stockholders' Equity9 Months Ended
Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' EquityNOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one as-converted Public Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company in this Initial Public Offering. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
• in whole and not in part;
• at a price of $0.01 per Public Warrant;
• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
• if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading If and when the 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 warrants for redemption, its management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances 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 Period 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 respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares or Private Placement Units (or underlying securities) held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Warrants

Private Warrants9 Months Ended
Sep. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
Private WarrantsNOTE 8. PRIVATE WARRANTS As of September 30, 2021 and December 31, 2020, there were no outstanding Private Placement Warrants. 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 common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable

Subsequent Events

Subsequent Events9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent EventsNOTE 9. SUBSEQUENT EVENTS The Company 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, other than the Initial Public Offering and related transactions described in these financial statements, 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
Accounting Policies [Abstract]
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 S-X 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 October 4, 2021, as well as the Company’s Current Report on Form 8-K,
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of EstimatesUse of Estimates The preparation of the condensed unaudited 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 at the date of the financial statements and the reported amounts of 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. 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 at September 30, 2021 and December 31, 2020.
Deferred Offering CostsDeferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating As of September 30, 2021 and December 31, 2020, there were $473,214 and $42,500, respectively of deferred offering costs recorded in the accompanying unaudited condensed balance sheets.
Warrant InstrumentsWarrant Instruments The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in FASB ASC Topic 815 “Derivatives and Hedging” whereby under that provision the warrants that do not meet the criteria for equity treatment must be recorded as a liability. Accordingly, the Company evaluated and will classify the warrants included in the Private Placement Units (the “Private Placement Warrants”) under liability treatment at its fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured
Income TaxesIncome Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, there are no shares of Class A common stock subject to possible redemption outstanding; however, this will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Loss per Common ShareNet Loss per Common Share Net loss per common share of common stock is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding shares of common stock subject to forfeiture. The weighted average number of shares were reduced for the effect of an aggregate of 1,507,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised (see Note 5). At September 30, 2021 and December 31, 2020, the Company did not have any dilutive securities and 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 loss per common share is the same as basic loss per common share for the periods presented.
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed unaudited balance sheets, primarily due to their short-term nature.
Fair Value MeasurementsFair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial InstrumentsDerivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash
Recent Accounting StandardsRecent Accounting Standards In August 2020, the FASB issued Accounting Standards Update 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 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.

Description of Organization, _2

Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties - Additional Information (Detail) - USD ($)Oct. 05, 2021Sep. 30, 2021
Entity incorporation, date of incorporationDec. 10,
2020
Underwriting fees $ 6,000,000
Fair value of the founder shares attributable to certain anchor investors $ 20,615,450
Minimum net worth required for compliance $ 5,000,001
Period within which business combination shall be completed from the closing of initial public offering15 months
Percentage of public shares to be redeemed in case business combination is not consummated100.00%
Date within which business combination will be completedJan. 5,
2023
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities $ 100,000
Anchor Investors [Member]
Percentage of public shares to be redeemed in case business combination is not consummated100.00%
Per Share Value Less Than Fifteen USD [Member]
Per share value of the remaining assets available for distribution $ 10.05
Minimum [Member]
Prospective assets of acquire as a percentage of fair value of assets in the trust account80.00%
Equity method investment, ownership percentage50.00%
Percentage of public shares for which restriction for redemption applied15.00%
Subsequent Event [Member]
Total transaction cost42,630,587
Underwriting fees6,000,000
Deferred underwriting fees15,000,000
Other offering costs1,015,137
Fair value of the private warrants included in the private placement units509,600
Offering costs505,537
Fair value of the founder shares attributable to certain anchor investors20,615,450
Payments to acquire restricted investments $ 301,500,000
Per share value of restricted assets $ 10.05
Term of restricted investments185 days
IPO [Member]
Stock issued during period, shares30,000,000
Private Placement [Member] | Subsequent Event [Member] | Private Placement Units [Member] | Sponsor And Cantor [Member]
Sale of stock, number of shares issued in transaction910,000
Sale of stock, price per share $ 10
Proceeds from issuance of private placement $ 9,100,000
Common Class A [Member]
Temporary equity, redemption price per share $ 10.05
Share price10.05
Common Class A [Member] | Share Price Less Than Ten Point Five [Member]
Share price $ 10.05
Common Class A [Member] | IPO [Member] | Subsequent Event [Member]
Stock issued during period, shares30,000,000
Proceeds from issuance initial public offering $ 300,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail)9 Months Ended13 Months Ended
Sep. 30, 2021USD ($)NumbersharesDec. 31, 2021USD ($)Dec. 31, 2020USD ($)Numbershares
Cash equivalents at carrying value $ 0 $ 0
Deferred offering costs, non current473,214 42,500
Deferred tax assets
Unrecognized tax benefits0 0
Unrecognized tax benefits, Income tax penalties and interest accrued0 $ 0
Income tax expense benefit
Dilutive securities0 $ 0
Cash, FDIC insured amount $ 250,000
Derivative instruments outstanding | Number0 0
Common Stock Class A [Member]
Temporary equity, shares outstanding | shares0 0
Common Class B [Member]
Temporary equity, shares outstanding | shares1,507,500 1,507,500
Common Class B [Member] | Over-Allotment Option [Member]
Common stock, Other shares, outstanding | shares1,507,500

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - IPO [Member] - $ / sharesOct. 05, 2021Sep. 30, 2021
Stock issued during period, shares30,000,000
Subsequent Event [Member]
Common stock, conversion basisEach Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”)
Subsequent Event [Member] | Public Warrant [Member]
Class of warrant or right, exercise price of warrants or rights $ 11.50
Common Stock Class A [Member] | Subsequent Event [Member]
Stock issued during period, shares30,000,000
Shares issued, price per share $ 10
Common Stock Class A [Member] | Subsequent Event [Member] | Public Warrant [Member]
Class of warrants or rights, number of securities called by each warrant or right1

Private Placement - Additional

Private Placement - Additional Information (Detail) - Subsequent Event [Member] - Private Placement [Member]Oct. 05, 2021USD ($)$ / sharesshares
Common stock, conversion basisEach Private Placement Unit consists of one share of Class A common stock and one-half of one warrant.
Warrant [Member]
Class of warrant or right, exercise price of warrants or rights | $ / shares $ 11.50
Sponsor And Cantor [Member] | Private Placement Units [Member]
Sale of stock, number of shares issued in transaction | shares910,000
Sale of stock, price per share | $ / shares $ 10
Proceeds from issuance of private placement | $ $ 9,100,000
Common Stock Class A [Member] | Warrant [Member]
Class of warrants or rights, number of securities called by each warrant or right | shares1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)Oct. 05, 2021USD ($)$ / sharessharesJan. 15, 2021USD ($)sharesMar. 31, 2021USD ($)Sep. 30, 2021USD ($)$ / sharessharesDec. 31, 2020USD ($)shares
Stock issued during period, value, issued for services[1] $ 25,000
Adjustment to additional paid in capital stock offering costs $ 20,656,764
Fair value of the founder shares attributable to certain anchor investors20,615,450
Offering costs charged to income statement $ 41,314
Notes payable related party current $ 186,819
Debt instrument convertible into equity warrants value1,500,000
Unsecured Promissory Note [Member]
Notes payable related party current $ 186,819 $ 0
Sponsor [Member] | Unsecured Promissory Note [Member]
Debt instrument face value $ 300,000
Sponsor [Member] | Working Capital Loans [Member]
Debt instrument, convertible, conversion price | $ / shares $ 10
Bank Overdrafts $ 0 $ 0
Sponsor [Member] | Administrative And Support Services Agreement [Member]
Expenses payable per month pursuant to agreement with related party $ 10,000
Sponsor [Member] | Anchor Investor [Member]
Inter se transfer of shares | shares2,473,864
Fair value of entities common stock $ 20,656,764
Fair value per share of common stock | $ / shares $ 8.35
Common Class A [Member]
Common stock, shares outstanding | shares0 0
Share price | $ / shares $ 10.05
Common Class A [Member] | Sponsor [Member]
Share price | $ / shares $ 12
Number of trading days for determining the share price20 days
Number of consecutive trading days for determining the share price30 days
Waiting period after which the share trading days are considered150 days
Common Class B [Member]
Common stock, shares outstanding | shares11,810,833 11,810,833
Percentage of common stock issued and outstanding25 25
Common Class B [Member] | Over-Allotment Option [Member]
Common stock, other shares, outstanding | shares1,507,500
Common Class B [Member] | Sponsor [Member]
Stock issued during period, value, issued for services $ 25,000
Stock issued during period, shares, issued for services | shares8,625,000
Common stock dividend descriptionthe Company effected a stock dividend of 0.3694 shares for each share of Class B common stock outstanding
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Common stock, shares outstanding | shares11,810,833
[1]Includes up to 1,507,500 shares of Class B common stock subject to forfeiture depending on the extent to which the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)9 Months Ended
Sep. 30, 2021USD ($)shares
Underwriters option vesting period45 days
Underwriting discount percentage of gross proceeds on initial public offering2
Underwriting fees $ 6,000,000
IPO [Member]
Stock issued during period, shares | shares30,000,000
Underwriting discount percentage of gross proceeds on initial public offering upon completion of business combination5
Deferred underwriting commissions charged to additional paid in capital $ 15,000,000
IPO [Member] | Common Class A [Member] | Maximum [Member]
Stock issued during period, shares | shares4,500,000
Over-Allotment Option [Member]
Underwriting discount percentage of gross proceeds on initial public offering upon completion of business combination7
Deferred underwriting commissions charged to additional paid in capital $ 3,150,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail)9 Months Ended12 Months Ended
Sep. 30, 2021Day$ / sharessharesDec. 31, 2020$ / sharesshares
Preferred stock, par or stated value per share | $ / shares $ 0.0001 $ 0.0001
Preferred stock, Shares authorized1,000,000 1,000,000
Preferred Stock, shares issued0 0
Preferred stock, shares outstanding0 0
Number of fractional shares0 0
Percentage of proceeds from share issuances60.00%
Public Warrants [Member]
Minimum lock in period required for warrant exercise from the date of business combination15 days
Minimum lock in period required for warrant exercise from the date of IPO12 months
Warrants and rights outstanding, term5 years
Public Warrants [Member] | Share Price More Than Or Equals To Usd Eighteen [Member]
Share price | $ / shares $ 18
Warrants, redemption price per share | $ / shares $ 0.01
Minimum notice period for warrants redemption30 days
Warrants redeemable, threshold consecutive trading days | Day20
Warrants redeemable, threshold trading days | Day30
Public Warrants [Member] | Share Price Less Than Eighteen Usd [Member]
Share price | $ / shares $ 18
Public Warrants [Member] | Maximum [Member]
Minimum lock in period required for warrant exercise from the date of business combination30 days
Public Warrants [Member] | Maximum [Member] | Share Price Less Than Eighteen Usd [Member]
Warrants exercise price adjustment percentage180.00%
Public Warrants [Member] | Minimum [Member]
Warrants exercise price adjustment percentage115.00%
Common Class A [Member]
Common stock, shares authorized200,000,000 200,000,000
Common stock, par or stated value per share | $ / shares $ 0.0001 $ 0.0001
Common stock, shares, issued0 0
Common stock, shares, outstanding0 0
Common stock, voting rightsone
Temporary equity, shares outstanding0 0
Share price | $ / shares $ 10.05
Common Class A [Member] | Share Price Below Nine Point Two Usd [Member] | Business Acquisition [Member]
Business acquisition, share price | $ / shares $ 9.20
Common Class B [Member]
Common stock, shares authorized20,000,000 20,000,000
Common stock, par or stated value per share | $ / shares $ 0.0001 $ 0.0001
Common stock, shares, issued11,810,833 11,810,833
Common stock, shares, outstanding11,810,833 11,810,833
Common stock, voting rightsone
Temporary equity, shares outstanding1,507,500 1,507,500
Percentage of common stock issued and outstanding25 25

Private Warrants - Additional I

Private Warrants - Additional Information (Detail) - shares9 Months Ended
Sep. 30, 2021Dec. 31, 2020
Minimum lock in period for transfer, assign or sell warrants after completion of IPO30 days
Private Placement Warrants [Member]
Class of warrant or right, outstanding0 0