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AdTheorent Holding (ADTH)

Document and Entity Information

Document and Entity Information - shares6 Months Ended
Jun. 30, 2021Aug. 04, 2021
Document Information [Line Items]
Document Type10-Q
Document Quarterly Reporttrue
Document Transition Reportfalse
Document Period End DateJun. 30,
2021
Entity File Number001-40116
Entity Registrant NameMCAP Acquisition Corporation
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number85-3978415
Entity Address, Address Line One311 South Wacker Drive, Suite 6400
Entity Address, City or TownChicago
Entity Address State Or ProvinceIL
Entity Address, Postal Zip Code60606
City Area Code312
Local Phone Number258-8300
Entity Current Reporting StatusNo
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Shell Companytrue
Entity Central Index Key0001838672
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ2
Amendment Flagfalse
Transition Reportfalse
Class A Common Stock and one-third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one Class A Common Stock and one-third of one Redeemable Warrant
Trading SymbolMACQU
Security Exchange NameNASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) SecurityClass A Common Stock, par value $0.0001 per share
Trading SymbolMACQ
Security Exchange NameNASDAQ
Entity Common Stock, Shares Outstanding31,625,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) SecurityWarrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading SymbolMACQW
Security Exchange NameNASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding7,906,250

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Jun. 30, 2021Dec. 31, 2020
Current assets
Cash $ 1,128,603 $ 25,000
Prepaid expenses477,014
Total current assets1,605,617 25,000
Deferred offering costs146,634
Other assets284,831
Cash and marketable securities held in Trust Account316,266,316
Total assets318,156,764 171,634
Current liabilities
Accounts payable and accrued expenses501,973 65,584
Promissory note payable - related party100,000
Total current liabilities501,973 165,584
Warrant liability19,491,000
Deferred underwriting fee payable11,068,750
Total Liabilities31,061,723 165,584
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital3,313,835 24,209
Retained earnings (accumulated deficit)1,685,040 (18,950)
Total Stockholder's Equity5,000,008 6,050
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY318,156,764 171,634
Class A Common Stock Subject to Redemption
Current liabilities
Common Stock subject to possible redemption, 28,208,093 and 0 shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value282,095,033
Class A Common Stock Not Subject to Redemption
Stockholders' Equity
Common stock342
Class B Common Stock
Stockholders' Equity
Common stock[1] $ 791 $ 791
[1]The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesFeb. 25, 2021Jun. 30, 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
Preferred stock, shares outstanding0 0
Class A Common Stock
Common shares, par value, (per share) $ 0.0001 $ 0.0001
Common shares, shares authorized200,000,000 200,000,000
Common shares, shares issued3,416,907 0
Common shares, shares outstanding3,416,907 0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding28,208,093 0
Class B Common Stock
Common shares, par value, (per share) $ 0.0001 $ 0.0001
Common shares, shares authorized20,000,000 20,000,000
Common shares, shares issued7,906,250 7,906,250 7,906,250
Common shares, shares outstanding7,906,250 7,906,250 7,906,250
Share dividend0.1

CONDENSED STATEMENTS OF INCOME

CONDENSED STATEMENTS OF INCOME - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
Formation costs and other operating expenses $ 763,796 $ 807,697
Loss from operations(763,796)(807,697)
Other Income (Loss):
Warrant issuance costs(832,378)
Interest income10,194 16,316
Change in fair value of warrant liability3,222,332 3,327,749
Net income2,468,730 1,703,990
Class A Common Stock Subject to Redemption
Other Income (Loss):
Interest income $ 10,194 $ 16,316
Weighted average shares outstanding, basic and diluted27,962,071 28,526,273
Class A and Class B Non Redeemable Common Stock [Member]
Other Income (Loss):
Net income $ 2,468,730 $ 1,703,990
Weighted average shares outstanding, basic and diluted11,569,179 9,977,775
Basic and diluted net income per share of common stock $ 0.21 $ 0.17

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)Class A Common StockCommon StockClass A Common Stock Not Subject to RedemptionCommon StockClass A Common Stock Not Subject to RedemptionClass B Common StockCommon StockAdditional Paid-in CapitalAccumulated DeficitTotal
Balance at the beginning at Dec. 31, 2020 $ 791 $ 24,209 $ (18,950) $ 6,050
Balance at the beginning (in shares) at Dec. 31, 2020[1]7,906,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 31,625,000 Units, net of underwriters discount and offering costs0
Sale of Units, net of underwriting discounts (in shares)31,625,000 0 [1]
Common stock subject to possible redemption0
Net income (loss)0 (764,740)
Balance at the end at Mar. 31, 2021 $ 367 $ 791 5,782,541 (783,690)5,000,009
Balance at the end (in shares) at Mar. 31, 20213,662,929 7,906,250 [1]
Balance at the beginning at Dec. 31, 2020 $ 791 24,209 (18,950)6,050
Balance at the beginning (in shares) at Dec. 31, 2020[1]7,906,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 31,625,000 Units, net of underwriters discount and offering costs $ 3,163 285,381,838 285,385,001
Sale of Units, net of underwriting discounts (in shares)31,625,000
Common stock subject to possible redemption $ (2,796)(279,623,506)(279,626,302)
Common stock subject to possible redemption (in shares)(27,962,071)
Net income (loss)(764,740)1,703,990
Balance at the end at Jun. 30, 2021 $ 342 $ 791 3,313,835 1,685,040 5,000,008
Balance at the end (in shares) at Jun. 30, 20213,416,907 7,906,250 [1]
Balance at the beginning at Mar. 31, 2021 $ 367 $ 791 5,782,541 (783,690)5,000,009
Balance at the beginning (in shares) at Mar. 31, 20213,662,929 7,906,250 [1]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock subject to possible redemption $ (25)(2,468,706)0 (2,468,731)
Common stock subject to possible redemption (in shares)(246,022)
Net income (loss)0 2,468,730 2,468,730
Balance at the end at Jun. 30, 2021 $ 342 $ 791 $ 3,313,835 $ 1,685,040 $ 5,000,008
Balance at the end (in shares) at Jun. 30, 20213,416,907 7,906,250 [1]
[1]The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - sharesMar. 02, 2021Feb. 25, 2021Mar. 31, 2021
Over-allotment option
Sale of Units, net of underwriting discounts (in shares)4,125,000
Class A Common Stock Not Subject to Redemption
Sale of Units, net of underwriting discounts (in shares)31,625,000
Class B Common Stock
Share dividend0.1

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS6 Months Ended
Jun. 30, 2021USD ($)
Cash flow from operating activities:
Net income $ 1,703,990
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned in Trust Account(16,316)
Change in fair value of warrant liability(3,327,749)
Transaction costs allocable to warrant liability832,378
Changes in operating assets and liabilities:
Prepaid expenses and other assets(761,845)
Accounts payable and accrued expenses486,524
Net cash used in operating activities(1,083,018)
Cash Flows from Investing Activities:
Investment of cash into Trust Account(316,250,000)
Net cash used in investing activities(316,250,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid309,925,000
Proceeds from sale of Private Placement Warrants8,975,000
Proceeds from promissory note - related party150,000
Repayment of promissory note - related party(250,000)
Payments of deferred offering costs(363,379)
Net cash provided by financing activities318,436,621
Net Change in Cash1,103,603
Cash - Beginning25,000
Cash - Ending1,128,603
Non-Cash investing and financing activities:
Initial classification of Class A common stock shares subject to possible redemption302,376,840
Change in value of Class A common stock shares subject to possible redemption since initial classification20,281,807
Deferred underwriting fee payable11,068,750
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities $ 22,818,749

Description of Organization and

Description of Organization and Business Operations6 Months Ended
Jun. 30, 2021
Description of Organization and Business Operations
Description of Organization and Business OperationsNote 1 — Description of Organization and Business Operations ​ MCAP Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on November 12, 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 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 June 30, 2021, the Company had not yet commenced any operations. All activity for the period November 12, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company has selected December 31 as its fiscal year end. ​ The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 31,625,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $316,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,983,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to MCAP Acquisition, LLC (the “Sponsor”), generating gross proceeds of $8,975,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be 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 consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs of the Initial Public Offering amounted to $17,853,629 consisting of $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees (see Note 6) and $459,879 of other costs. ​ Following the closing of the Initial Public Offering $2,431,242 of cash was held outside of the Trust Account available for working capital purposes. As of June 30, 2021, we have available to us $1,128,603 of cash on our balance sheet and a working capital surplus of $1,103,644. ​ 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. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of 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. ​ Note 1 — Description of Organization and Business Operations (Continued) 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will have until March 2, 2023 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten ​ The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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, 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. ​ Note 1 — Description of Organization and Business Operations (Continued) Liquidity and Management’s Plans 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 June 30, 2022 and therefore substantial doubt has been alleviated. Risks and Uncertainties Management is currently evaluating 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 company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies6 Months Ended
Jun. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting PoliciesNote 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. ​ 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. Note 2 — Summary of Significant Accounting Policies (Continued) Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $1,128,603 in cash and no cash equivalents as of June 30, 2021. 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. 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ​ The provision for income taxes was deemed to be immaterial for the three and six months ended June 30, 2021. Note 2 — Summary of Significant Accounting Policies (Continued) Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, 28,208,093 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. ​ Cash Held in Trust Account At June 30, 2021, the assets held in the Trust Account were invested in a money market fund. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of income includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable common stock shares outstanding. Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Note 2 — Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ For the Six ​ ​ Months Ended ​ Months Ended ​ ​ June 30, ​ June 30, ​ 2021 2021 Redeemable Class A common stock ​ ​ ​ ​ ​ ​ Numerator: earnings allocable to redeemable Class A common stock ​ ​ ​ ​ ​ ​ Interest income ​ $ 10,194 ​ $ 16,316 Net earnings ​ $ 10,194 ​ $ 16,316 Denominator: weighted average redeemable Class A common stock shares ​ ​ ​ ​ ​ ​ Redeemable Class A common stock shares, basic and diluted ​ ​ 27,962,071 ​ ​ 28,526,273 Earnings per share basic and diluted redeemable Class A common stock ​ $ — ​ $ — Non-Redeemable Class A and B common stock ​ ​ ​ ​ ​ ​ Numerator: net income minus redeemable net earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 2,468,730 ​ $ 1,703,990 Less: interest income allocated to redeemable Class A common stock ​ ​ (10,194) ​ ​ (16,316) Net income attributable to Non-redeemable Class A and B common stock ​ $ 2,458,536 ​ $ 1,687,674 Denominator: weighted average non-redeemable Class A and B common stock ​ ​ ​ ​ ​ ​ Non-Redeemable Class A and B common stock shares, basic and diluted ​ ​ 11,569,179 ​ ​ 9,977,775 Earnings per share basic and diluted non-redeemable Class A and B common stock ​ $ 0.21 ​ $ 0.17 ​ 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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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, “ ” Recently Issued Accounting Standards ​ In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for Note 2 — Summary of Significant Accounting Policies (Continued) ​ the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

Initial Public Offering

Initial Public Offering6 Months Ended
Jun. 30, 2021
Initial Public Offering
Initial Public OfferingNote 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 31,625,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

Private Placement6 Months Ended
Jun. 30, 2021
Private Placement
Private PlacementNote 4 — Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 5,983,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $8,975,000. ​ The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Related Party Transactions

Related Party Transactions6 Months Ended
Jun. 30, 2021
Related Party Transactions
Related Party TransactionsNote 5 — Related Party Transactions Founder Shares On December 21, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Founder Shares which the Sponsor will collectively own, on an as-converted basis, represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in 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 last reported sale price of the Company’s 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 day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On December 21, 2020, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. On March 2, 2021, the $250,000 outstanding under the Note was repaid in full. Note 5 — Related Party Transactions (Continued) Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. 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. Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space, secretarial and administrative support. As of June 30, 2021 our Sponsor did not intend to request reimbursement from the Company for any administrative support.

Commitments

Commitments6 Months Ended
Jun. 30, 2021
Commitments
CommitmentsNote 6 — Commitments Registration Rights Pursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the 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. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The aforementioned option was exercised on March 2, 2021. ​ The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $6,325,000. In addition, the underwriter is entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $11,068,750. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement.

Warrant Liability

Warrant Liability6 Months Ended
Jun. 30, 2021
Warrant Liability
Warrant LiabilityNote 7 – Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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 Public 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 Public 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 60 th Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ​ ● 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 reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30- trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. ​ If and when the Public Warrants become redeemable by the Company, the Company may not exercise its 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. ​ Note 7 – Warrant Liability (Continued) The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 warrant agreement. ​ 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 held by the Sponsor or such 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 volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. ​ The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will 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. ​ At June 30, 2021, there were 10,541,667 whole Public Warrants and 5,983,333 Private Placement Warrants outstanding, respectively, with a fair value of $19,491,000. ​ Note 7 – Warrant Liability (Continued) The Company accounts for the 10,541,667 Public Warrants issued in connection with the Initial Public Offering and the 5,983,333 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “ ” “ ” ​ The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “ ” – ’

Stockholders' Equity

Stockholders' Equity6 Months Ended
Jun. 30, 2021
Stockholders' Equity
Stockholders' EquityNote 8 – Stockholders’ Equity ​ Preferred Stock outstanding ​ Class A Common Stock issued Class B Common Stock — outstanding outstanding ​ 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; provided that only holders of Class B common stock have the right to vote for the election of directors prior to the Company’s initial Business Combination. ​ Note 8 – Stockholders’ Equity (Continued) The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. 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 (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurements

Fair Value Measurements6 Months Ended
Jun. 30, 2021
Fair Value Measurements
Fair Value MeasurementsNote 9 – 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. 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. Note 9 – Fair Value Measurements (Continued) 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Level 2021 Assets: ​ Cash and marketable securities held in Trust Account 1 ​ $ 316,266,316 ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Public Warrants 1 ​ $ 11,174,167 Private Placement Warrants 3 ​ $ 8,316,833 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of income. Initial Measurement The Company established the initial fair value for the Warrants on March 2, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common stock subject to possible redemption, and common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: ​ ​ ​ ​ ​ ​ ​ March 2, Input 2021 Risk-free interest rate ​ 0.71 % Expected term (years) ​ 7 ​ Expected Volatility ​ 13 % Exercise Price ​ $ 11.50 ​ Stock price ​ $ 9.55 ​ ​ On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.40 and $1.37 per warrant for aggregate values of $8,376,666 and $14,442,083, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MACQW. Note 9 – Fair Value Measurements (Continued) The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ June 30, Input 2021 Risk-free interest rate ​ 0.87 % Expected term (years) ​ 6.7 ​ Expected Volatility ​ 13 % Exercise Price ​ $ 11.50 ​ Stock price ​ $ 9.62 ​ ​ On June 30, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.39 and $1.06 per warrant for aggregate values of $8,316,833 and $11,174,167, respectively. The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrant ​ Placement Public Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value ​ $ — ​ $ — ​ $ — Initial Measurement on March 2, 2021 ​ 8,376,666 ​ 14,442,083 ​ 22,818,749 Change in valuation inputs or other assumptions (1)(2) ​ (59,833) ​ (3,267,916) ​ (3,327,749) Fair value as of June 30, 2021 ​ $ 8,316,833 ​ $ 14,174,167 ​ $ 19,491,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Income. (2) Due to the use of quoted prices in an active market (Level 1) and the use of inputs that are less observable or unobservable in the market (Level 3) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $8,376,666 during the period from March 31, 2021 through June 30,2021. Because of the inherent uncertainty of valuation, estimated values using Level 3 inputs may be materially higher or lower than the values that would have been used had a ready market for investments existed. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for investments categorized in Level 3 .

Subsequent Events

Subsequent Events6 Months Ended
Jun. 30, 2021
Subsequent Events
Subsequent EventsNote 10 – Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of June 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. Note 10 – Subsequent Events (Continued) On July 27, 2021,the Company, GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4” and together with Merger Sub 1, Merger Sub 2 and Merger Sub 3, the “Merger Sub Entities”), H.I.G. Growth – AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and AdTheorent Holding Company, LLC, a Delaware limited liability company ( “AdTheorent”), entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which, among other things, AdTheorent will merge with and into Merger Sub 4 and become a wholly owned subsidiary of the Company. Concurrently with the execution of the Business Combination Agreement, certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for and purchase an aggregate of 12,150,000 shares of the Company’s Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $121,500,000 in a private placement (the “Private Placement”) to be consummated immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Mergers and the other transactions contemplated thereby, are summarized in Form 8-K, which was filed on July 27, 2021

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)6 Months Ended
Jun. 30, 2021
Summary of Significant Accounting Policies
Basis of PresentationBasis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. ​
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. Note 2 — Summary of Significant Accounting Policies (Continued) Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of EstimatesUse of Estimates The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $1,128,603 in cash and no cash equivalents as of June 30, 2021.
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. 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ​ The provision for income taxes was deemed to be immaterial for the three and six months ended June 30, 2021. Note 2 — Summary of Significant Accounting Policies (Continued)
Class A Common Stock Subject to Possible RedemptionClass A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, 28,208,093 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Cash Held in Trust AccountCash Held in Trust Account At June 30, 2021, the assets held in the Trust Account were invested in a money market fund.
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Net Income (Loss) Per ShareNet Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of income includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable common stock shares outstanding. Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Note 2 — Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ For the Six ​ ​ Months Ended ​ Months Ended ​ ​ June 30, ​ June 30, ​ 2021 2021 Redeemable Class A common stock ​ ​ ​ ​ ​ ​ Numerator: earnings allocable to redeemable Class A common stock ​ ​ ​ ​ ​ ​ Interest income ​ $ 10,194 ​ $ 16,316 Net earnings ​ $ 10,194 ​ $ 16,316 Denominator: weighted average redeemable Class A common stock shares ​ ​ ​ ​ ​ ​ Redeemable Class A common stock shares, basic and diluted ​ ​ 27,962,071 ​ ​ 28,526,273 Earnings per share basic and diluted redeemable Class A common stock ​ $ — ​ $ — Non-Redeemable Class A and B common stock ​ ​ ​ ​ ​ ​ Numerator: net income minus redeemable net earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 2,468,730 ​ $ 1,703,990 Less: interest income allocated to redeemable Class A common stock ​ ​ (10,194) ​ ​ (16,316) Net income attributable to Non-redeemable Class A and B common stock ​ $ 2,458,536 ​ $ 1,687,674 Denominator: weighted average non-redeemable Class A and B common stock ​ ​ ​ ​ ​ ​ Non-Redeemable Class A and B common stock shares, basic and diluted ​ ​ 11,569,179 ​ ​ 9,977,775 Earnings per share basic and diluted non-redeemable Class A and B common stock ​ $ 0.21 ​ $ 0.17 ​
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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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, “ ”
Recently Issued Accounting StandardsRecently Issued Accounting Standards ​ In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for Note 2 — Summary of Significant Accounting Policies (Continued) ​ the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)6 Months Ended
Jun. 30, 2021
Summary of Significant Accounting Policies
Summary of calculation of basic and diluted net income (loss) per ordinary share​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ For the Six ​ ​ Months Ended ​ Months Ended ​ ​ June 30, ​ June 30, ​ 2021 2021 Redeemable Class A common stock ​ ​ ​ ​ ​ ​ Numerator: earnings allocable to redeemable Class A common stock ​ ​ ​ ​ ​ ​ Interest income ​ $ 10,194 ​ $ 16,316 Net earnings ​ $ 10,194 ​ $ 16,316 Denominator: weighted average redeemable Class A common stock shares ​ ​ ​ ​ ​ ​ Redeemable Class A common stock shares, basic and diluted ​ ​ 27,962,071 ​ ​ 28,526,273 Earnings per share basic and diluted redeemable Class A common stock ​ $ — ​ $ — Non-Redeemable Class A and B common stock ​ ​ ​ ​ ​ ​ Numerator: net income minus redeemable net earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 2,468,730 ​ $ 1,703,990 Less: interest income allocated to redeemable Class A common stock ​ ​ (10,194) ​ ​ (16,316) Net income attributable to Non-redeemable Class A and B common stock ​ $ 2,458,536 ​ $ 1,687,674 Denominator: weighted average non-redeemable Class A and B common stock ​ ​ ​ ​ ​ ​ Non-Redeemable Class A and B common stock shares, basic and diluted ​ ​ 11,569,179 ​ ​ 9,977,775 Earnings per share basic and diluted non-redeemable Class A and B common stock ​ $ 0.21 ​ $ 0.17

Fair Value Measurements (Tables

Fair Value Measurements (Tables)6 Months Ended
Jun. 30, 2021
Fair Value Measurements
Schedule of company's assets and liabilities that are measured at fair value​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Level 2021 Assets: ​ Cash and marketable securities held in Trust Account 1 ​ $ 316,266,316 ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Public Warrants 1 ​ $ 11,174,167 Private Placement Warrants 3 ​ $ 8,316,833
Schedule of significant inputs to the Monte Carlo Simulation for the fair value​ ​ ​ ​ ​ ​ ​ March 2, Input 2021 Risk-free interest rate ​ 0.71 % Expected term (years) ​ 7 ​ Expected Volatility ​ 13 % Exercise Price ​ $ 11.50 ​ Stock price ​ $ 9.55 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, Input 2021 Risk-free interest rate ​ 0.87 % Expected term (years) ​ 6.7 ​ Expected Volatility ​ 13 % Exercise Price ​ $ 11.50 ​ Stock price ​ $ 9.62 ​
Schedule of change in the fair value of the warrant liabilities​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrant ​ Placement Public Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value ​ $ — ​ $ — ​ $ — Initial Measurement on March 2, 2021 ​ 8,376,666 ​ 14,442,083 ​ 22,818,749 Change in valuation inputs or other assumptions (1)(2) ​ (59,833) ​ (3,267,916) ​ (3,327,749) Fair value as of June 30, 2021 ​ $ 8,316,833 ​ $ 14,174,167 ​ $ 19,491,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Income. (2) Due to the use of quoted prices in an active market (Level 1) and the use of inputs that are less observable or unobservable in the market (Level 3) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $8,376,666 during the period from March 31, 2021 through June 30,2021. Because of the inherent uncertainty of valuation, estimated values using Level 3 inputs may be materially higher or lower than the values that would have been used had a ready market for investments existed. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for investments categorized in Level 3 .

Description of Organization a_2

Description of Organization and Business Operations (Details)Mar. 02, 2021USD ($)$ / sharessharesNov. 12, 2020itemJun. 30, 2021USD ($)$ / sharessharesDec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item1
Proceeds from sale of Private Placement Warrants $ 8,975,000
Payments for investment of cash in Trust Account316,250,000
Transaction Costs17,853,629
Underwriting fees6,325,000
Deferred underwriting fee payable11,068,750
Other offering costs459,879
Cash held outside the Trust Account1,128,603 $ 25,000
Working capital surplus $ 1,103,644
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 period upon closure10 days
Maximum Allowed Dissolution Expenses $ 100,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares $ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares31,625,000
Proceeds from issuance initial public offering $ 316,250,000
Payments for investment of cash in Trust Account $ 316,250,000
Purchase price, per unit | $ / shares $ 10 $ 10
Cash held outside the Trust Account $ 2,431,242
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares5,983,333
Price of warrant | $ / shares $ 1.50
Proceeds from sale of Private Placement Warrants $ 8,975,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)6 Months Ended
Jun. 30, 2021Dec. 31, 2020
Cash $ 1,128,603
Cash equivalents0
Unrecognized tax benefits0
Unrecognized tax benefits accrued for interest and penalties0
Offering costs $ 363,379
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding28,208,093 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Mar. 31, 2021Jun. 30, 2021
Numerator:
Interest income $ 10,194 $ 16,316
Net income2,468,730 $ (764,740)1,703,990
Class A Common Stock Subject to Redemption
Numerator:
Interest income10,194 16,316
Net earnings $ 10,194 $ 16,316
Denominator:
Weighted average shares outstanding, basic and diluted27,962,071 28,526,273
Class A and Class B Non Redeemable Common Stock [Member]
Numerator:
Net income $ 2,468,730 $ 1,703,990
Less: Interest income allocated to redeemable Class A common stock(10,194)(16,316)
Net income attributable to Non-redeemable $ 2,458,536 $ 1,687,674
Denominator:
Weighted average shares outstanding, basic and diluted11,569,179 9,977,775
Basic and diluted net (loss) per share $ 0.21 $ 0.17

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / sharesMar. 02, 2021Jun. 30, 2021
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit $ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold31,625,000
Purchase price, per unit $ 10 $ 10
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit1
Number of warrants in a unit0.3
Number of shares issuable per warrant1
Exercise price of warrants $ 11.50

Private Placement (Details)

Private Placement (Details)6 Months Ended
Jun. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price $ 8,975,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding | shares5,983,333
Price of warrants | $ / shares $ 1.50
Aggregate purchase price $ 8,975,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Class B Common StockFeb. 25, 2021sharesJun. 30, 2021item$ / sharesDec. 31, 2020USD ($)shares
Related Party Transaction [Line Items]
Share dividend0.1
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares issued7,187,500
Aggregate purchase price | $ $ 25,000
Share dividend0.1
Aggregate number of shares owned7,906,250
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 | item20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences150 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)Mar. 02, 2021Jun. 30, 2021Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party $ 250,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note $ 300,000
Repayment of promissory note - related party $ 250,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant $ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant $ 1.50

Commitments (Details)

Commitments (Details)Mar. 02, 2021sharesJun. 30, 2021USD ($)Feb. 25, 2021item
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item3
Percentage of cash underwriting discount2.00%
Underwriter cash discount $ 6,325,000
Deferred underwriting fees (as a percent)3.50%
Deferred underwriting fee payable $ 11,068,750
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares4,125,000

Warrant Liability (Details)

Warrant Liability (Details)6 Months Ended
Jun. 30, 2021USD ($)item$ / sharesshares
Class of Warrant or Right [Line Items]
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant60
Fair value of warrants outstanding | $ $ 19,491,000
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination30 days
Percentage of consideration receivable by the holders in business combination70.00%
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement15 days
Period of time within which registration statement is expected to become effective60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares5,983,333
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
Warrants outstanding | shares10,541,667
Trading period after business combination used to measure dilution of warrant | item20
Public Warrants | Class A Common Stock
Class of Warrant or Right [Line Items]
Share price $ 9.20
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price18
Redemption price per public warrant (in dollars per share) $ 0.01
Threshold trading days for redemption of public warrants | item20
Threshold consecutive trading days for redemption of public warrants | item30
Redemption period30 days
Stock price trigger for redemption of public warrants (in dollars per share) $ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)115.00%
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share) $ 10
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)180.00%

Stockholders' Equity - Preferre

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

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)Feb. 25, 2021sharesJun. 30, 2021Vote$ / sharessharesDec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)200,000,000 200,000,000
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)3,416,907 0
Common shares, shares outstanding (in shares)3,416,907 0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)28,208,093 0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)20,000,000 20,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001
Common shares, votes per share | Vote1
Share dividend0.1
Common shares, shares issued (in shares)7,906,250 7,906,250 7,906,250
Common shares, shares outstanding (in shares)7,906,250 7,906,250 7,906,250
Ratio to be applied to the stock in the conversion20

Fair Value Measurements (Detail

Fair Value Measurements (Details)Jun. 30, 2021USD ($)
Assets:
Cash and marketable securities held in Trust Account $ 316,266,316
Liabilities:
Fair value of warrants outstanding19,491,000
Level 1 | Recurring
Assets:
Cash and marketable securities held in Trust Account316,266,316
Level 1 | Recurring | Public Warrants
Liabilities:
Fair value of warrants outstanding11,174,167
Level 2 | Recurring | Private Placement Warrants
Liabilities:
Fair value of warrants outstanding $ 8,316,833

Fair Value Measurements - Initi

Fair Value Measurements - Initial Measurement (Details) - Level 3Jun. 30, 2021YMar. 02, 2021Yitem
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input0.870.71
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input6.7 7
Expected Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input13 13
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input11.5011.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input9.629.55

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)Mar. 02, 2021Jun. 30, 2021Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, measurement liability, transfers out of level 3 $ 8,376,666
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial Measurement on March 2, 2021 $ 8,376,666 8,316,833
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial Measurement on March 2, 202114,442,083 11,174,167
Level 3 | Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of beginning balance0
Initial Measurement on March 2, 202122,818,749
Change in valuation inputs or other assumptions[1],[2] $ (3,327,749)
Fair value as of ending balance19,491,000 19,491,000
Level 3 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of beginning balance0
Initial Measurement on March 2, 20218,376,666
Change in valuation inputs or other assumptions[1],[2](59,833)
Fair value as of ending balance8,316,833 8,316,833
Level 3 | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of beginning balance0
Initial Measurement on March 2, 2021 $ 14,442,083
Change in valuation inputs or other assumptions[1],[2](3,267,916)
Fair value as of ending balance $ 14,174,167 $ 14,174,167
[1].
[2]Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Income.

Fair Value Measurements - Addit

Fair Value Measurements - Additional information (Details) - USD ($)Mar. 02, 2021Jun. 30, 2021Mar. 31, 2021
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant $ 1.40 $ 1.39 $ 1.39
Aggregate warrant values $ 8,376,666 $ 8,316,833
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant $ 1.37 $ 1.06
Aggregate warrant values $ 14,442,083 $ 11,174,167

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - Business Combination Agreement - Subscription AgreementsJul. 27, 2021USD ($)$ / sharesshares
Private Placement Warrants
Subsequent Event [Line Items]
Aggregate purchase price | $ $ 121,500,000
Class A Common Stock
Subsequent Event [Line Items]
Purchase of shares | shares12,150,000
Purchase price of per share | $ / shares $ 10