Loading...
Docoh

Anzu Special Acquisition Corp I (ANZU)

Document and Entity Information

Document and Entity Information - shares6 Months Ended
Jun. 30, 2021Aug. 16, 2021
Document Information [Line Items]
Document Type10-Q
Document Quarterly Reporttrue
Document Transition Reportfalse
Document Period End DateJun. 30,
2021
Entity File Number001-40133
Entity Registrant NameAnzu Special Acquisition Corp I
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number86-1369123
Entity Address, Address Line One12610 Race Track Road
Entity Address, Address Line TwoSuite 250
Entity Address, City or TownTampa
Entity Address State Or ProvinceFL
Entity Address, Postal Zip Code33626
City Area Code202
Local Phone Number742-5870
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 Key0001840877
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ2
Amendment Flagfalse
Transition Reportfalse
Units, each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant
Document Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading SymbolANZUU
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 SymbolANZU
Security Exchange NameNASDAQ
Entity Common Stock, Shares Outstanding42,500,000
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) SecurityRedeemable Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading SymbolANZUW
Security Exchange NameNASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding10,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)Jun. 30, 2021Dec. 31, 2020
Current assets:
Cash and cash equivalent $ 1,739,367 $ 25,000
Prepaid expenses1,066,626
Total current assets2,805,993 25,000
Deferred offering costs associated with proposed public offering94,992
Investments held in Trust Account425,023,217
Total assets427,829,210 119,992
Current liabilities:
Accounts payable56,872 95,693
Accrued expenses428,185
Due to related party185,580
Total current liabilities670,637 95,693
Deferred underwriting fees payable14,875,000
Derivative warrant liability25,614,756
Total liabilities41,160,393 95,693
Commitments and Contingencies
Common stock, $0.0001 par value; 400,000,000 shares authorized; 38,166,881 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively381,668,810
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020
Additional paid-in capital6,098,503 23,792
Accumulated deficit(1,099,993)(701)
Total stockholders' equity5,000,007 24,299
Total Liabilities and Stockholders' Equity427,829,210 119,992
Class A Common Stock
Stockholders' Equity:
Total stockholders' equity434
Class A Common Stock Not Subject to Redemption
Stockholders' Equity:
Common stock434
Class B Common Stock
Stockholders' Equity:
Common stock1,063 1,208
Total stockholders' equity $ 1,063 $ 1,208

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / sharesJun. 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 0
Preferred stock, shares outstanding0 0
Common shares, shares outstanding0
Temporary equity, shares issued38,166,881 0
Temporary equity, shares outstanding38,166,881 0
Temporary equity authorized shares400,000,000 400,000,000
Temporary equity par value $ 0.0001 $ 0.0001
Class A Common Stock
Common shares, par value, (per share) $ 0.0001 $ 0.0001
Common shares, shares authorized400,000,000 400,000,000
Common shares, shares issued4,333,119 0
Common shares, shares outstanding4,333,119 0
Temporary equity, shares issued38,166,881
Class B Common Stock
Common shares, par value, (per share) $ 0.0001 $ 0.0001
Common shares, shares authorized40,000,000 40,000,000
Common shares, shares issued10,625,000 12,075,000
Common shares, shares outstanding10,625,000 12,075,000

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
Formation and operating costs $ 1,071,142 $ 1,254,607
Loss from operations(1,071,142)(1,254,607)
Other income/(expense)
Interest earned on proceeds held in Trust Account15,376 23,217
Change in fair value of derivative warrant liabilities1,426,910 914,910
Allocation of transaction costs to derivative warrant liabilities(782,812)
Net Income (Loss) $ 371,144 $ (1,099,292)
Class A Common Stock Subject to Redemption
Other income/(expense)
Weighted average shares outstanding, basic and diluted42,428,571 42,327,731
Basic and diluted net loss per common share $ 0 $ 0
Class B Common Stock
Other income/(expense)
Basic weighted average shares outstanding of Class B common stock10,607,143 10,553,472
Basic net loss per common stock, Class B $ 0.03 $ (0.10)
Class B Common Stock Not Subject To Redemptions
Other income/(expense)
Diluted weighted average shares outstanding of Class B non-redeemable common stock10,625,000 10,553,472
Diluted net loss per common stock, Class B $ 0.03 $ (0.10)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity - USD ($)Class A Common StockClass A Common Stock Not Subject to RedemptionClass B Common StockAdditional Paid-in CapitalAccumulated DeficitTotal
Balance at the beginning at Dec. 31, 2020 $ 1,208 $ 23,792 $ (701) $ 24,299
Balance at the beginning (in shares) at Dec. 31, 202012,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Units in Initial Public Offering, less fair value of Public Warrants $ 4,200 406,135,800 0 406,140,000
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares)42,000,000
Common stock subject to possible redemption (in shares)(37,674,483)
Deferred underwriter Discount $ (3,767)(376,741,063)0 (376,744,830)
Underwriters' discount(22,949,023)0 (22,949,023)
Net income0 (1,470,436)(1,470,436)
Balance at the end at Mar. 31, 2021 $ 433 $ 1,208 6,469,506 (1,471,137)5,000,010
Balance at the end (in shares) at Mar. 31, 20214,325,517 12,075,000
Balance at the beginning at Dec. 31, 2020 $ 1,208 23,792 (701)24,299
Balance at the beginning (in shares) at Dec. 31, 202012,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income $ (1,099,292)(1,099,292)
Balance at the end at Jun. 30, 2021 $ 434 $ 1,063 6,098,503 (1,099,993)5,000,007
Balance at the end (in shares) at Jun. 30, 20214,333,119 10,625,000
Balance at the beginning at Mar. 31, 2021 $ 433 $ 1,208 6,469,506 (1,471,137)5,000,010
Balance at the beginning (in shares) at Mar. 31, 20214,325,517 12,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Units in Initial Public Offering, less fair value of Public Warrants $ 50 4,833,283 0 4,833,333
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares)500,000
Offering costs(280,500)0 (280,500)
Forfeiture of Founder Shares (in shares)(1,450,000)
Change in value common shares amount $ (49)(4,923,931)0 (4,923,980)
Change in value common (in shares)(492,398)
Net income $ 371,144 0 371,144 371,144
Balance at the end at Jun. 30, 2021 $ 434 $ 1,063 6,098,503 (1,099,993) $ 5,000,007
Balance at the end (in shares) at Jun. 30, 20214,333,119 10,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Founder Shares $ 145 $ (145) $ 0

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS6 Months Ended
Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss $ (1,099,292)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid assets198,241
Change in fair value of derivative warrant liabilities(914,910)
Interest earned on proceeds held in Trust Account(23,217)
Offering cost allocated to derivative warrant liabilities782,812
Formation and operating expenses funded by Sponsor185,579
Changes in operating assets and liabilities:
Prepaid expenses(1,115,777)
Other assets(149,090)
Accounts payable53,170
Accrued expenses428,185
Net cash used in operating activities(1,654,299)
Cash Flows from Investing Activities:
Investment of cash into Trust Account(425,000,000)
Net cash used in investing activities(425,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, gross425,000,000
Proceeds from sale of Private Placement Warrants12,500,000
Offering costs paid(9,131,334)
Net cash provided by financing activities428,368,666
Net increase in cash1,714,367
Cash - beginning of period25,000
Cash - end of period1,739,367
Supplemental disclosure of noncash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption376,744,830
Change in value of Class A common stock subject to possible redemption4,923,980
Initial classification of derivative warrant liability26,260,000
Change in fair value of derivative warrant liabilities(645,244)
Deferred offering costs included in accounts payable(91,991)
Deferred offering cost associated with proposed public offering94,992
Deferred underwriting fee payable $ 14,875,000

Organization and Business Opera

Organization and Business Operations6 Months Ended
Jun. 30, 2021
Organization and Business Operations
Organization and Business OperationsNote 1 - Organization and Business Operations Organization and General Anzu Special Acquisition Corp I (the “Company”) is a blank check company incorporated as a Delaware corporation on December 28, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue a Business Combination target in any industry, the Company currently intends to concentrate its efforts in identifying high-quality businesses with transformative technologies for industrial applications. Since completing the Company’s initial public offering (the “IPO”), the Company has reviewed, and continues to review, a number of opportunities to enter into a Business Combination with an operating business, but the Company is not able to determine at this time whether it will complete a Business Combination with any of the target businesses that the Company has reviewed or with any other target business. The Company intends to effectuate a Business Combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as defined below), the Company’s capital stock, debt, or a combination of cash, stock and debt. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from December 28, 2020 (inception) through June 30, 2021 relates to organizational activities and those necessary to identifying and evaluating prospective acquisition candidates for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of a Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The Company’s sponsor is Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”). Financing On March 4, 2021, the Company consummated the IPO of 42,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “public shares”) and, on April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of one warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to the Company of $425,000,000 (see Note 3 and Note 7). Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 12,400,000 warrants (the “Private Placement Warrants”) to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option , the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. Transaction costs of the IPO prior to the underwriters’ partial exercise of their over-allotment option amounted to $23,731,835 consisting of $8,400,000 of underwriting commissions, $14,700,000 of deferred underwriters’ commissions and $631,835 of other offering costs. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021 amounted to $280,500 consisting of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. Trust Account Following the closing of the IPO on March 4, 2021, $420,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account (the “Trust Account”). Following the closing of the underwriters’ over-allotment option on April 14, 2021, an additional $5,000,000 ($10.00 per Unit) from the net proceeds of the sale of the additional Units and Private Placement Warrants was placed in the Trust Account. The funds in the Trust Account are invested in a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (1) the Company’s completion of a Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed a Business Combination by March 4, 2023, subject to applicable law. Based on current interest rates, the Company expects that interest earned on the Trust Account will be sufficient to pay taxes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the IPO, although substantially all of the net proceeds from the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination, either (i) in connection with a stockholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two The decision as to whether the Company will seek stockholder approval of a Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the shares of common stock voted are voted in favor of a Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. The Company has until March 4, 2023 (or such longer period as provided in an amendment to the Company’s amended and restated certificate of incorporation approved by the Company’s stockholders (an “Extension Period”)) to complete its initial Business Combination. If the Company does not complete a Business Combination by March 4, 2023 or during any Extension Period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per public share initially held in the Trust Account. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 these unaudited condensed financial statements. The unaudited condensed 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 unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 either not an emerging growth company or 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 unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statement, which management considered in formulating its estimate, could change in the near term 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 had no cash equivalents as of June 30, 2021 and December 31, 2021. Cash Held in Trust Account The Company's portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company's investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for shares of its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of the Company’s Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of the Company’s Class A common stock are 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 are subject to the occurrence of uncertain future events. Accordingly, shares of the Company’s Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of June 30, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021 amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of June 30, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s unaudited condensed statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, 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. US 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. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using Monte-Carlo simulations at the date of issuance. As of June 30, 2021, the Company's public warrants were measured based on quoted prices in active markets, and the private placement warrants were measured based on unobservable inputs in which little or no market data exists. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment option and (iii) the Private Placement since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of the shares underlying such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable shares of Class A common stock outstanding since original issuance. Net loss per common share, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A common stock, by the weighted average number of non-redeemable shares of Class A and Class B common stock outstanding for the period. Non-redeemable shares of Class B common stock include the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ Gain on marketable securities (net), dividends and interest, held in Trust Account ​ $ 15,376 ​ $ 23,217 Less: Income and Franchise Tax ​ ​ (15,376) ​ ​ (23,217) Net Earnings allocable to Redeemable Class A Common Stock ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ ​ 42,428,571 ​ ​ 42,327,731 Basic and diluted net earnings per share, Redeemable Class A ​ $ 0.00 ​ $ 0.00 ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net Income minus Redeemable Net Earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 371,144 ​ $ (1,099,292) Less: Net Earnings allocable to Redeemable Class A Common Stock ​ ​ — ​ ​ — Net Income attributable to Non-Redeemable Class A and Class B Common Stock ​ $ 371,144 ​ $ (1,099,292) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ ​ Basic weighted average shares outstanding of Class B non-redeemable common stock ​ ​ 10,607,143 ​ ​ 10,553,472 Basic net earnings per share, Non-Redeemable Class B ​ $ 0.03 ​ $ (0.10) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ ​ Diluted weighted average shares outstanding of Class B non-redeemable common stock ​ ​ 10,625,000 ​ ​ 10,553,472 Diluted net earnings per share, Non-Redeemable Class B ​ $ 0.03 ​ $ (0.10) ​ Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The deferred income tax assets and liabilities are considered de minimis as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three and six months ended June 30, 2021. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard 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 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company has not adopted this standard in the current period and is in the process of evaluating its impact. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering6 Months Ended
Jun. 30, 2021
Initial Public Offering
Initial Public OfferingNote 3 - Initial Public Offering On March 4, 2021, the Company consummated the IPO of 42,000,000 Units. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of one warrant of the Company, with each whole warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. The underwriters had a 45-day option to purchase up to an additional 6,300,000 Units to cover over-allotments. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. Warrants - 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. 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 stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the 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 warrants. If the Company is unable to complete a Business Combination by March 4, 2023 or during any Extension Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution form the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company's Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of 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 shares of 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 or a valid exemption from registration is available. 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 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective 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 Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00 . ● 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 shares of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of shares of the Company’s Class A common stock in the Business Combination is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following the public disclosure of the consummation of such Business Combination, the warrant exercise price will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant exercise 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 “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of shares of the Company’s Class A common stock consists exclusively of cash, the amount of such cash per share of Class A common stock, and (ii) in all other cases, the volume weighted average price of the Company’s Class A common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.

Private Placement

Private Placement6 Months Ended
Jun. 30, 2021
Private Placement
Private PlacementNote 4 - Private Placement Simultaneously with the closing of the IPO on March 4, 2021, the Company completed the private sale of an aggregate of 12,400,000 Private Placement Warrants to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. If the Company does not complete a Business Combination by March 4, 2023 or during any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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, except as described above, 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.

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 30, 2020, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate purchase price of $25,000. On February 19, 2021, the Company effected a stock dividend of 2,875,000 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 10,062,500 Founder Shares. On March 1, 2021, the Company effected a stock dividend of 2,012,500 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 12,075,000 Founder Shares. The Founder Shares included an aggregate of up to 1,575,000 shares that were subject to forfeiture depending on the extent that the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option. As a result, the 10,625,000 Founder Shares issued and outstanding as of June 30, 2021 are not subject to forfeiture. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or Class A common stock received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 30, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. The Company had no borrowings under the promissory note at December 31, 2020 and June 30, 2021. The facility is no longer available. Due to Related Party Related party payables mainly consist of amounts owed to an affiliate of the Company’s sponsor mainly for general administrative services provided to the Company. As of June 30, 2021, the amount due to related party was $185,580 and is due on demand. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would 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. As of December 31, 2020 and June 30, 2021 the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company has agreed, commencing on March 1, 2021, to pay an affiliate of the Company’s Sponsor a fixed amount of $40,521 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. There was no accrual for administrative service fees as of June 30, 2021 or December 31, 2020. The Company has incurred costs of $91,499 and $162,083 for the three and six months ended June 30, 2021, respectively.

Warrant Liability

Warrant Liability6 Months Ended
Jun. 30, 2021
Warrant Liability
Warrant LiabilityNote 6 - Warrant Liability The Company has outstanding an aggregate of 26,666,666 warrants and 0 warrants as of June 30, 2021 and December 31, 2020, respectively, to purchase shares of the Company’s Class A common stock, which were issued in connection with the IPO and the Private Placement (including 266,666 warrants issued in connection with the consummation of the underwriters’ partial exercise of their over-allotment option) (see Notes 3 and 4). 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 “fixed-for-fixed” option as defined under ASC 815–40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $26,260,000 of warrant liabilities upon issuance as of March 4, 2021. For the three and six months ended June 30, 2021, the Company recorded a change in the fair value of the warrant liabilities in the amount of ($1,426,910) and $914,910, respectively, on the statement of operations, resulting in warrant liabilities of $25,614,756 as of June 30, 2021 on the balance sheet. The change in fair value of the warrant liabilities is summarized as follows: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ $ 26,772,000 Warrants Issued on April 12, 2021 ​ $ 269,667 Change in fair value of warrant liabilities ​ ​ (1,426,910) Warrant liabilities at June 30, 2021 ​ $ 25,614,756 ​ The estimated fair value of the public warrant liability is based on quoted prices in active markets as of the measurement date. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

Commitments and Contingencies

Commitments and Contingencies6 Months Ended
Jun. 30, 2021
Commitments and Contingencies
Commitments and ContingenciesNote 7 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). 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. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 6,300,000 Units to cover over-allotments, if any. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. On March 4, 2021 and April 14, 2021, the underwriters were paid a fixed underwriting discount of $8,400,000 and $100,000, respectively. In addition, the underwriter is entitled to a deferred discount of $0.35 per Unit, or $14,875,000 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity6 Months Ended
Jun. 30, 2021
Stockholders' Equity
Stockholders' EquityNote 8 - Stockholders’ Equity Preferred Stock Class A Common Stock common issued Class B Common Stock Only holders of the Class B common stock have the right to vote on the election of directors prior to a Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A common stock will be adjusted (subject to waiver by holders of a majority of the Class B common stock) so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the IPO plus the number of shares of Class A common stock and equity- linked securities issued or deemed issued in connection with a Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination. The Company's private warrant liability is based on a valuation model utilizing management’s judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified as Level 3.

Fair Value Measurements

Fair Value Measurements6 Months Ended
Jun. 30, 2021
Fair Value Measurements
Fair Value MeasurementsNote 9 – Fair Value Measurements ​ The following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Significant ​ Significant ​ ​ in Active ​ Other ​ Other ​ ​ Markets ​ Observable ​ Unobservable June 30, 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,023,217 $ — ​ $ — Fair Value at June 30, 2021 ​ $ 425,023,217 $ — ​ $ — Liabilities: ​ ​ Public Warrant liability ​ $ 13,561,641 ​ — ​ $ — Private Warrant liability ​ ​ — ​ ​ ​ $ 12,053,115 Fair Value at June 30, 2021 ​ $ 13,561,641 ​ — ​ $ 12,053,115 ​ The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ June 30, 2021 Exercise price ​ $ 11.50 ​ Share price ​ $ 9.73 ​ Volatility ​ 14.3 % Expected life of the options to convert ​ 6.18 ​ Risk-free rate ​ 1.06 % Dividend yield ​ 0.00 % ​ The following table provides the rollforward for the Level 3 investments as of June 30, 2021: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ $ 26,772,000 Transfers from Level 3 to Level 1 investments ​ (14,000,000) Warrants Issued on April 12, 2021 ​ $ 103,000 Change in fair value of warrant liabilities ​ (821,885) Warrant liabilities at June 30, 2021 ​ $ 12,053,115 ​

Subsequent Events

Subsequent Events6 Months Ended
Jun. 30, 2021
Subsequent Events
Subsequent EventsNote 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 17, 2021, the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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 unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period.
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 either not an emerging growth company or 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 unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statement, which management considered in formulating its estimate, could change in the near term 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 had no cash equivalents as of June 30, 2021 and December 31, 2021.
Cash Held in Trust AccountCash Held in Trust Account The Company's portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company's investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible RedemptionClass A Common Stock Subject to Possible Redemption The Company accounts for shares of its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of the Company’s Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of the Company’s Class A common stock are 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 are subject to the occurrence of uncertain future events. Accordingly, shares of the Company’s Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs Associated with the Initial Public OfferingOffering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of June 30, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021 amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of June 30, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s unaudited condensed statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to stockholders’ equity.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, 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. US 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. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1.
Derivative Financial InstrumentsDerivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using Monte-Carlo simulations at the date of issuance. As of June 30, 2021, the Company's public warrants were measured based on quoted prices in active markets, and the private placement warrants were measured based on unobservable inputs in which little or no market data exists. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock.
Net Loss per Common ShareNet Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment option and (iii) the Private Placement since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of the shares underlying such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable shares of Class A common stock outstanding since original issuance. Net loss per common share, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A common stock, by the weighted average number of non-redeemable shares of Class A and Class B common stock outstanding for the period. Non-redeemable shares of Class B common stock include the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ Gain on marketable securities (net), dividends and interest, held in Trust Account ​ $ 15,376 ​ $ 23,217 Less: Income and Franchise Tax ​ ​ (15,376) ​ ​ (23,217) Net Earnings allocable to Redeemable Class A Common Stock ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ ​ 42,428,571 ​ ​ 42,327,731 Basic and diluted net earnings per share, Redeemable Class A ​ $ 0.00 ​ $ 0.00 ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net Income minus Redeemable Net Earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 371,144 ​ $ (1,099,292) Less: Net Earnings allocable to Redeemable Class A Common Stock ​ ​ — ​ ​ — Net Income attributable to Non-Redeemable Class A and Class B Common Stock ​ $ 371,144 ​ $ (1,099,292) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ ​ Basic weighted average shares outstanding of Class B non-redeemable common stock ​ ​ 10,607,143 ​ ​ 10,553,472 Basic net earnings per share, Non-Redeemable Class B ​ $ 0.03 ​ $ (0.10) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ ​ Diluted weighted average shares outstanding of Class B non-redeemable common stock ​ ​ 10,625,000 ​ ​ 10,553,472 Diluted net earnings per share, Non-Redeemable Class B ​ $ 0.03 ​ $ (0.10)
Income TaxesIncome Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The deferred income tax assets and liabilities are considered de minimis as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three and six months ended June 30, 2021. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Recent Accounting StandardsRecent Accounting Standards In August 2020, the FASB issued Accounting Standard 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 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company has not adopted this standard in the current period and is in the process of evaluating its impact. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)6 Months Ended
Jun. 30, 2021
Summary of Significant Accounting Policies
Reconciliation of Net Loss per Common 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 ​ ​ ​ ​ Gain on marketable securities (net), dividends and interest, held in Trust Account ​ $ 15,376 ​ $ 23,217 Less: Income and Franchise Tax ​ ​ (15,376) ​ ​ (23,217) Net Earnings allocable to Redeemable Class A Common Stock ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ ​ 42,428,571 ​ ​ 42,327,731 Basic and diluted net earnings per share, Redeemable Class A ​ $ 0.00 ​ $ 0.00 ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net Income minus Redeemable Net Earnings ​ ​ ​ ​ ​ ​ Net income ​ $ 371,144 ​ $ (1,099,292) Less: Net Earnings allocable to Redeemable Class A Common Stock ​ ​ — ​ ​ — Net Income attributable to Non-Redeemable Class A and Class B Common Stock ​ $ 371,144 ​ $ (1,099,292) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ ​ Basic weighted average shares outstanding of Class B non-redeemable common stock ​ ​ 10,607,143 ​ ​ 10,553,472 Basic net earnings per share, Non-Redeemable Class B ​ $ 0.03 ​ $ (0.10) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Non-Redeemable Class B Common Stock ​ ​ ​ ​ Diluted weighted average shares outstanding of Class B non-redeemable common stock ​ ​ 10,625,000 ​ ​ 10,553,472 Diluted net earnings per share, Non-Redeemable Class B ​ $ 0.03 ​ $ (0.10)

Warrant Liability (Tables)

Warrant Liability (Tables)6 Months Ended
Jun. 30, 2021
Class of Warrant or Right [Line Items]
Schedule of assets that are measured on a recurring basisThe following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Significant ​ Significant ​ ​ in Active ​ Other ​ Other ​ ​ Markets ​ Observable ​ Unobservable June 30, 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,023,217 $ — ​ $ — Fair Value at June 30, 2021 ​ $ 425,023,217 $ — ​ $ — Liabilities: ​ ​ Public Warrant liability ​ $ 13,561,641 ​ — ​ $ — Private Warrant liability ​ ​ — ​ ​ ​ $ 12,053,115 Fair Value at June 30, 2021 ​ $ 13,561,641 ​ — ​ $ 12,053,115
Warrants
Class of Warrant or Right [Line Items]
Schedule of assets that are measured on a recurring basis​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ $ 26,772,000 Warrants Issued on April 12, 2021 ​ $ 269,667 Change in fair value of warrant liabilities ​ ​ (1,426,910) Warrant liabilities at June 30, 2021 ​ $ 25,614,756

Fair Value Measurements (Tables

Fair Value Measurements (Tables)6 Months Ended
Jun. 30, 2021
Fair Value Measurements
Schedule of assets that are measured on a recurring basisThe following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Significant ​ Significant ​ ​ in Active ​ Other ​ Other ​ ​ Markets ​ Observable ​ Unobservable June 30, 2021 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,023,217 $ — ​ $ — Fair Value at June 30, 2021 ​ $ 425,023,217 $ — ​ $ — Liabilities: ​ ​ Public Warrant liability ​ $ 13,561,641 ​ — ​ $ — Private Warrant liability ​ ​ — ​ ​ ​ $ 12,053,115 Fair Value at June 30, 2021 ​ $ 13,561,641 ​ — ​ $ 12,053,115
Schedule of quantitative information regarding Level 3 fair value measurements inputsThe following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ June 30, 2021 Exercise price ​ $ 11.50 ​ Share price ​ $ 9.73 ​ Volatility ​ 14.3 % Expected life of the options to convert ​ 6.18 ​ Risk-free rate ​ 1.06 % Dividend yield ​ 0.00 %
Schedule of rollforward for the Level 3 investmentsThe following table provides the rollforward for the Level 3 investments as of June 30, 2021: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 ​ $ 26,772,000 Transfers from Level 3 to Level 1 investments ​ (14,000,000) Warrants Issued on April 12, 2021 ​ $ 103,000 Change in fair value of warrant liabilities ​ (821,885) Warrant liabilities at June 30, 2021 ​ $ 12,053,115

Organization and Business Ope_2

Organization and Business Operations (Details)Apr. 14, 2021USD ($)$ / sharessharesMar. 04, 2021USD ($)$ / sharessharesDec. 28, 2020itemJun. 30, 2021USD ($)$ / sharessharesMar. 31, 2021sharesJun. 30, 2021USD ($)item$ / sharessharesDec. 31, 2020USD ($)Oct. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants $ 12,500,000
Transaction Costs $ 782,812 782,812 $ 23,731,835
Underwriting fees762,300 762,300 8,400,000
Deferred underwriting fee payable14,700,000
Other offering costs20,512 20,512 $ 631,835
Cash held outside the Trust Account $ 1,739,367 1,739,367 $ 25,000
Condition for future business combination number of businesses minimum | item1
Payments for investment of cash in Trust Account $ 425,000,000
Number of shares in a unit | shares1
Percentage of redemption required if business combination is not completed by specified date100.00%
Threshold business combination fair market value as percent of Trust assets80.00%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)2 days
Minimum net tangible assets of the target. $ 5,000,001
Redemption period upon closure10 days
Maximum Allowed Dissolution Expenses $ 100,000
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares12,400,000 12,400,000
Additional units sold of shares | shares100,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares $ 10 $ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares) | shares42,000,000 6,300,000
Purchase price, per unit | $ / shares $ 10 $ 10 $ 10 $ 10
Proceeds from issuance initial public offering $ 425,000,000
Additional units sold of value $ 5,000,000
Transaction Costs $ 24,012,335 24,012,335
Underwriting fees8,500,000 8,500,000
Deferred underwriting fee payable14,875,000 14,875,000
Other offering costs $ 637,335 $ 637,335
Condition for future business combination number of businesses minimum | item1
Payments for investment of cash in Trust Account $ 420,000,000
Number of shares in a unit | shares1
Exercise price of warrants | $ / shares $ 11.50 $ 11.50 $ 11.50
Private Placement | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares12,400,000
Price of warrant | $ / shares1 $ 1
Proceeds from sale of Private Placement Warrants $ 12,500,000
Exercise price of warrants | $ / shares $ 11.50 $ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares) | shares500,000 6,300,000
Transaction Costs $ 280,500
Underwriting fees100,000
Deferred underwriting fee payable175,000
Other offering costs $ 5,500
Over-allotment option | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares100,000 100,000
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, less fair value of Public Warrants (in shares) | shares500,000 42,000,000
Class A Common Stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Additional units sold of shares | shares500,000
Price of warrant | $ / shares $ 0.0001 $ 0.0001
Number of shares in a unit | shares1

Organization and Business Ope_3

Organization and Business Operations - Correction of Previously Issued Financial Statement (Details) - USD ($)Jun. 30, 2021Dec. 31, 2020
Liabilities and Equity [Abstract]
Increase in warrant liabilities $ 25,614,756
Common stock, $0.0001 par value; 400,000,000 shares authorized; 38,166,881 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively381,668,810
Increase in additional paid-in capital6,098,503 $ 23,792
Increase in accumulated deficit $ (1,099,993) $ (701)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2021Dec. 31, 2020Apr. 14, 2021Mar. 01, 2021Oct. 31, 2020
Cash Held in Trust Account $ 0 $ 0
Unrecognized tax benefits0
Unrecognized tax benefits accrued for interest and penalties0
Transaction Costs782,812 $ 23,731,835
Underwriting fees762,300 8,400,000
Deferred underwriting fee payable14,700,000
Other offering costs $ 20,512 $ 631,835
Class B Common Stock
Shares subject to forfeiture1,575,000 1,575,000
Initial Public Offering
Transaction Costs $ 24,012,335
Underwriting fees8,500,000
Deferred underwriting fee payable14,875,000
Other offering costs $ 637,335
Over-allotment option
Transaction Costs $ 280,500
Underwriting fees100,000
Deferred underwriting fee payable175,000
Other offering costs $ 5,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Assets That are Measured on a Recurring Basis (Details)Jun. 30, 2021USD ($)
Liabilities:
Derivative warrant liability $ 25,614,756
Recurring | Level 1
Assets:
Financial Assets Fair Value at June 30, 2021 $ 425,023,217

Summary of Significant Accoun_6

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
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Net income $ 371,144 $ (1,470,436) $ (1,099,292)
Unrecognized tax benefits0 0
Unrecognized tax benefits accrued for interest and penalties0 0
Class A Common Stock Subject to Redemption
Numerator: Earnings allocable to Redeemable Class A Common Stock
Gain on marketable securities (net), dividends and interest, held in Trust Account15,376 23,217
Less: Income and Franchise Tax $ (15,376) $ (23,217)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Weighted average shares outstanding, basic and diluted42,428,571 42,327,731
Basic and diluted net loss per common share $ 0 $ 0
Class A Common Stock Not Subject to Redemption
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Net income $ 371,144 $ (1,099,292)
Net Income attributable to Non-Redeemable Class A and Class B Common Stock $ 371,144 $ (1,099,292)
Basic weighted average shares outstanding of Class B non-redeemable common stock10,607,143 10,553,472
Basic net earnings per share, Non-Redeemable Class B $ 0.03 $ (0.10)
Diluted weighted average shares outstanding of Class B non-redeemable common stock10,625,000 10,553,472
Diluted net earnings per share, Non-Redeemable Class B $ 0.03 $ (0.10)

Initial Public Offering (Detail

Initial Public Offering (Details)Apr. 14, 2021$ / sharessharesMar. 04, 2021$ / sharessharesJun. 30, 2021$ / sharessharesMar. 31, 2021sharesJun. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares1
Warrants Expiration period5 years
Number of shares issuable per warrant | shares1 1
Percentage From Repurchase Of Equity Percentage60
Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Business Acquisition, Share Price $ 9.20 $ 9.20
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage From Repurchase Of Equity Percentage115
Class A common stock equals or exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit18 $ 18
Written notice period for redemption of warrant30 days
Class A common stock equals or exceeds $18.00 | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Trading day period20 days
Class A common stock equals or exceeds $18.00 | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Trading day period30 days
Class A common stock equals or exceeds $10.00
Subsidiary, Sale of Stock [Line Items]
Share Price0.10 $ 0.10
Purchase price, per unit $ 10 $ 10
Assets Sold under Agreements to Repurchase, Interest Rate180.00%180.00%
Class A common stock equals or exceeds $10.00 | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant agreement issuance provision70.00%
Trading day period30 days
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Units Issued During Period, Shares, New Issues | shares500,000 42,000,000
Number of units sold | shares500,000 42,000,000
Business Combination Market value Period20 days
Redemption price per share $ 10
Class A Common Stock | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Trading day period30 days
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 10 $ 10
Exercise price of warrants10 10
Public Warrants | Class A common stock equals or exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Share Price0.01 $ 0.01
Warrants
Subsidiary, Sale of Stock [Line Items]
Public Warrants exercisable Period30 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering | $ $ 425,000,000
Share Price $ 0.0001
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.50 11.50 $ 11.50
Units Issued During Period, Shares, New Issues | shares42,000,000 6,300,000
Number of units sold | shares42,000,000 6,300,000
Number of shares in a unit | shares1
Number of warrants in a unit | shares1
Exercise price of warrants $ 11.50 11.50 $ 11.50
Purchase price, per unit $ 10 $ 10 $ 10 $ 10
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Units Issued During Period, Shares, New Issues | shares500,000 6,300,000
Number of units sold | shares500,000 6,300,000
Underwriters Options Period45 days

Private Placement (Details)

Private Placement (Details) - USD ($)6 Months Ended
Jun. 30, 2021Mar. 04, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price $ 12,500,000
Number of shares per warrant1
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued12,400,000
Over-allotment option | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued100,000
Private Placement | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued12,400,000
Price of warrants $ 1
Aggregate purchase price $ 12,500,000
Exercise price of warrant $ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)Apr. 14, 2021sharesMar. 01, 2021sharesFeb. 19, 2021sharesDec. 30, 2020USD ($)D$ / sharessharesJun. 30, 2021sharesDec. 31, 2020shares
Related Party Transaction [Line Items]
Common shares, shares outstanding12,075,000 0
Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture1,575,000 1,575,000
Common shares, shares issued10,625,000 12,075,000
Common shares, shares outstanding10,062,500 10,625,000 12,075,000
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued7,187,500
Aggregate purchase price | $ $ 25,000
Share dividend2,012,500 2,875,000
Aggregate number of shares owned12,075,000 10,062,500
Shares subject to forfeiture1,575,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders20.00%
Forfeited shares1,450,000
Common shares, shares issued10,625,000
Common shares, shares outstanding10,625,000
Restrictions on transfer period of time after business combination completion1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares $ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences150 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)Mar. 01, 2021Jun. 30, 2021Jun. 30, 2021Dec. 31, 2020Dec. 30, 2020
Related Party Transaction [Line Items]
Outstanding balance of related party note $ 185,580 $ 185,580
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note0 0 $ 0
Repayment of promissory note - related party0
Loan conversion agreement warrant $ 1,500,000 $ 1,500,000
Price of warrant $ 1 $ 1
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note $ 300,000
Outstanding balance of related party note $ 0 $ 0 $ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month $ 40,521
Expenses incurred and paid $ 91,499 $ 162,083

Warrant Liability (Details)

Warrant Liability (Details) - sharesJun. 30, 2021Dec. 31, 2020
Class of Warrant or Right [Line Items]
Warrant outstanding26,666,666 0
Over-allotment option
Class of Warrant or Right [Line Items]
Warrant outstanding266,666

Warrant Liability - Change in t

Warrant Liability - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)Apr. 12, 2021Mar. 31, 2021Jun. 30, 2021Jun. 30, 2021
Warrant Liability
Warrant liabilities at (inception) $ 26,260,000 $ 26,772,000
Warrants Issued $ 269,667
Change in fair value of warrant liabilities512,000 (1,426,910) $ 914,910
Warrant liabilities at end of period $ 26,772,000 25,614,756 25,614,756
Derivative warrant liability $ 25,614,756 $ 25,614,756

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)Apr. 14, 2021Mar. 04, 2021Jun. 30, 2021Oct. 31, 2020
Deferred fee per unit $ 0.35
Deferred underwriting fee payable $ 14,700,000
Aggregate deferred underwriting fee payable $ 14,875,000
Underwriter cash discount $ 100,000 $ 8,400,000
Initial Public Offering
Number of units sold42,000,000 6,300,000
Deferred underwriting fee payable $ 14,875,000
Over-allotment option
Number of units sold500,000 6,300,000
Deferred underwriting fee payable $ 175,000

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 0
Preferred shares, shares outstanding0 0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)Apr. 14, 2021sharesMar. 01, 2021sharesFeb. 19, 2021sharesJun. 30, 2021Vote$ / sharessharesDec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)12,075,000 0
Class A common stock subject to possible redemption, issued (in shares)38,166,881 0
Class A common stock subject to possible redemption, outstanding (in shares)38,166,881 0
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)400,000,000 400,000,000
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)4,333,119 0
Common shares, shares outstanding (in shares)4,333,119 0
Class A common stock subject to possible redemption, issued (in shares)38,166,881
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)400,000,000 400,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001
Common shares, shares issued (in shares)4,333,119 42,000,000
Common shares, shares outstanding (in shares)4,333,119
Class B Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)12,075,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)40,000,000 40,000,000
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)10,625,000 12,075,000
Common shares, shares outstanding (in shares)10,062,500 10,625,000 12,075,000
Shares subject to forfeiture1,575,000 1,575,000
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)20.00%
Conversion ratio1
Number of shares with respect to which stock dividend is effected2,012,500 2,875,000
Number of shares for which forfeiture condition has expired (in shares)1,450,000

Fair Value Measurements - Finan

Fair Value Measurements - Financial assets and financial liabilities measured at fair value on a recurring basis (Details)Jun. 30, 2021USD ($)
Assets:
Investments held in Trust Account $ 425,023,217
Recurring | Level 1
Assets:
Investments held in Trust Account425,023,217
Financial Assets Fair Value at June 30, 2021425,023,217
Liabilities:
Financial Liabilities Fair Value at June 30, 202113,561,641
Recurring | Level 3
Liabilities:
Financial Liabilities Fair Value at June 30, 202112,053,115
Recurring | Public Warrants | Level 1
Liabilities:
Financial Liabilities Fair Value at June 30, 202113,561,641
Recurring | Private Warrants | Level 3
Liabilities:
Financial Liabilities Fair Value at June 30, 2021 $ 12,053,115

Fair Value Measurements - Level

Fair Value Measurements - Level 3 fair value measurement inputs (Details) - Level 3Jun. 30, 2021$ / shares
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input11.50
Share price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input9.73
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input14.3
Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input6.18
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input1.06
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input0

Fair Value Measurements - Rollf

Fair Value Measurements - Rollforward for the Level 3 investments (Details) - USD ($)1 Months Ended3 Months Ended
Mar. 31, 2021Jun. 30, 2021
Fair Value Measurements
Warrant liabilities at the beginning balance $ 26,260,000 $ 26,772,000
Change in fair value of warrant liabilities512,000 (821,885)
Transfers from Level 3 to Level 1 investments(14,000,000)
Warrants Issued on April 12, 2021103,000
Warrant liabilities at the ending balance $ 26,772,000 $ 12,053,115