0001564590-21-044925 | 10-Q | XBRL Viewer | East Resources Acquisition Co

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 17, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Registrant Name	East Resources Acquisition Company
Entity Central Index Key	0001814287
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-39403
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1210472
Entity Address, Address Line One	7777 NW Beacon Square Boulevard
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	826-3620
Document Quarterly Report	true
Document Transition Report	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ERES
Security Exchange Name	NASDAQ
Class A common stock \| One-Half of One Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one warrant
Trading Symbol	ERESU
Security Exchange Name	NASDAQ
Class A common stock \| Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ERESW
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 101,969	$ 589,685
Prepaid expenses	186,042	234,750
Total Current Assets	288,011	824,435
Cash and securities held in Trust Account	345,036,411	345,026,104
Total Assets	345,324,422	345,850,539
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities – Accrued expenses	55,086	141,315
Deferred underwriting fee payable	12,075,000	12,075,000
Forward purchase agreement liability	1,200,000	2,900,000
Warrant liability	27,457,500	29,811,000
Total Liabilities	40,787,586	44,927,315
Commitments
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,137	24,137
Accumulated deficit	(40,488,164)	(44,101,776)
Total Stockholders’ Equity	(40,463,164)	(44,076,776)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	345,324,422	345,850,539
Class A common stock
LIABILITIES AND STOCKHOLDERS’ EQUITY
Redemption value	345,000,000	345,000,000
Class B common stock
Stockholders’ Equity
Common stock value	863	863
Total Stockholders’ Equity	$ 863	$ 863

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Redemption stock	34,500,000	34,500,000
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares, issued	8,625,000	8,625,000
Common stock, shares, outstanding	8,625,000	8,625,000

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Formation and operating costs	$ 205,051	$ 468	$ 450,212	$ 468
Loss from operations	(205,051)	(468)	(450,212)	(468)
Other income:
Change in fair value of warrant liability	(6,275,500)		2,353,500
Change in fair value of forward purchase agreement	(700,000)		1,700,000
Interest earned - bank	6		17
Interest earned on marketable securities held in Trust Account	5,211		10,307
Other income	(6,970,283)		4,063,824
Income before provision for income taxes	(7,175,334)	(468)	3,613,612	(468)
Net (loss) income	$ (7,175,334)	$ (468)	$ 3,613,612	$ (468)
Class A Common to Redemption
Other income:
Basic and diluted weighted average shares outstanding	34,500,000		34,500,000
Basic and diluted net income (loss) per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Non-redeemable Preferred Stock
Other income:
Basic and diluted weighted average shares outstanding	8,625,000	7,500,000	8,625,000	7,500,000
Basic and diluted net income (loss) per share	$ (0.83)	$ 0.00	$ 0.42	$ 0.00

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)	Total	Class B common stock	Additional Paid-in Capital	Accumulated Deficit
Balance at May. 21, 2020
Balance, shares at May. 21, 2020
Issuance of Class B common stock to Sponsors	25,000	$ 863	24,137
Issuance of Class B common stock to Sponsors, shares		8,625,000
Net income (loss)	(468)			(468)
Balance at Jun. 30, 2020	24,532	$ 863	24,137	(468)
Balance, shares at Jun. 30, 2020		8,625,000
Balance at Dec. 31, 2020	(44,076,776)	$ 863	24,137	(44,101,776)
Balance, shares at Dec. 31, 2020		8,625,000
Net income (loss)	10,788,946			10,788,946
Balance at Mar. 31, 2021	(33,287,830)	$ 863	24,137	(33,312,830)
Balance, shares at Mar. 31, 2021		8,625,000
Balance at Dec. 31, 2020	(44,076,776)	$ 863	24,137	(44,101,776)
Balance, shares at Dec. 31, 2020		8,625,000
Net income (loss)	3,613,612
Balance at Jun. 30, 2021	(40,463,164)	$ 863	24,137	(40,488,164)
Balance, shares at Jun. 30, 2021		8,625,000
Balance at Mar. 31, 2021	(33,287,830)	$ 863	24,137	(33,312,830)
Balance, shares at Mar. 31, 2021		8,625,000
Net income (loss)	(7,175,334)			(7,175,334)
Balance at Jun. 30, 2021	$ (40,463,164)	$ 863	$ 24,137	$ (40,488,164)
Balance, shares at Jun. 30, 2021		8,625,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities:
Net income		$ 3,613,612	$ (468)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	$ 6,275,500	(2,353,500)
Change in fair value of forward purchase agreement liability	700,000	(1,700,000)
Interest earned on marketable securities held in trust account	(5,211)	(10,307)
Changes in operating assets and liabilities:
Prepaid expenses		48,708
Accrued expenses		(86,229)	373
Net cash used in operating activities		(487,716)	(95)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor			25,000
Proceeds from promissory note—related party			52,345
Payment of offering costs			(52,250)
Net cash provided by financing activities			25,095
Net Change in Cash		(487,716)	25,000
Cash — Beginning		589,685
Cash — Ending	$ 101,969	$ 101,969	25,000
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs			$ 162,466

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

East Resources Acquisition Company (the “Company”) is a newly organized blank check company incorporated in Delaware on May 22, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the energy industry in North America. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations. All activity for the six months ended June 30, 2021 relates to the Company's formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on July 22, 2020. On July 27, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to East Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4.

On August 25, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 4,500,000 Units issued for total gross proceeds of $45,000,000. In connection with the underwriters’ exercise of their over-allotment option in full, the Company also consummated the sale of an additional 900,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $900,000. A total of $45,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $345,000,000.

Transaction costs amounted to $19,840,171, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $865,171 of other offering costs.

Following the closing of the Initial Public Offering on July 27, 2020 and the exercise of the over-allotment option on August 25, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve 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. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until July 27, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by 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 the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern Consideration

As of June 30, 2021, the Company had approximately $102 thousand in cash and a positive working capital of approximately $233 thousand.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through August 17, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020, as filed with the SEC on July 16, 2021. The interim results for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,

Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on 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 has determined the warrants and the forward contract for additional warrants are derivatives. As the financial instruments meet the definition of a derivative the warrants and the forward contract for additional warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits 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 is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the six months ended June 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses.

Net Income per Common Share

Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 26,150,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	(5,211	)	$	(10,307	)
Less: interest available to be withdrawn for payment of taxes		5,211			10,307
Net income attributable to Class A common stock subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000			34,500,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—		$	—
Non-Redeemable common stock
Numerator: Net Income minus Net Earnings
Net income	$	(7,175,334	)	$	3,613,612
Less: Net income allocable to Class A Common stock subject to possible redemption		—			—
Non-Redeemable Net Income	$	(7,175,334	)	$	3,613,612
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,625,000			8,625,000
Basic and diluted net income per share, Non-redeemable common stock	$	(0.83	)	$	0.42

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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. 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.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Public Offering

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option on August 25, 2020, in the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Private Placement

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants, which includes the sale of an additional 900,000 Private Placement Warrants in connection with the full exercise by the underwriters of their over-allotment option on August 25, 2020, at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Proposed Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination 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.

Related Party Transactions

6 Months Ended

Jun. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On June 1, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. The Founder Shares included up to an aggregate of 1,125,000 shares subject to forfeiture to the extent that the over-allotment option was not exercised in full or in part by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on August 25, 2020, 1,125,000 Founder Shares are no longer subject to forfeiture.

Administrative Support Agreement

The Company entered into an agreement, commencing on July 24, 2020, pursuant to which the Company will pay two affiliates of the Sponsor a total of up to $10,000 each per month for office space, administrative and support services. Upon completion of the

Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the three and six months ended June 30, 2021, the Company incurred and paid $60,000 and $120,000, respectively, in fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

Sponsor Loan

On February 15, 2021, the Sponsor committed to provide the Company an aggregate of $500,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. If the Company does not consummate a business combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

Commitments

6 Months Ended

Jun. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on July 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $6,900,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000. The deferred fee 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.

Forward Purchase Agreement

On July 2, 2020, the Company entered into a forward purchase agreement pursuant to which East Asset Management, LLC (“East Asset Management”), an affiliate of the Sponsor, has agreed to purchase an aggregate of up to 5,000,000 units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-half of one warrant to purchase one share of Class A common stock (the “forward purchase warrants”), for $10.00 per unit, or an aggregate maximum amount of $50,000,000, in a private placement that will close simultaneously with the closing of a Business Combination. East Asset Management will purchase a number of forward purchase units that will result in gross proceeds to the Company necessary to enable the Company to consummate a Business Combination and pay related fees and expenses, after first applying amounts available to the Company from the Trust Account (after paying the deferred underwriting discount and giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of a Business Combination, plus any additional amounts mutually agreed by the Company and East Asset Management to be retained by the post-business combination company for working capital or other purposes. East Asset Management’s obligation to purchase forward purchase units will, among other things, be conditioned on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to East Asset Management and on a requirement that such initial Business Combination is approved by a unanimous vote of the Company’s board of directors. In determining whether a target is reasonably acceptable to East Asset Management, the Company expects that East Asset Management would consider many of the same criteria as the Company will consider but will also consider whether the investment is an appropriate investment for East Asset Management.

Stockholders' Equity

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At June 30, 2021 and December 31, 2020, there was 0 shares of Class A common stock issued and outstanding, excluding 34,500,000 shares of Class A common stock subject to possible redemption.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At June 30, 2021 and December 31, 2020, there was 8,625,000 shares of Class B common stock issued and outstanding.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.

The Class B common stock are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of a Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete a Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within the Combination Period, (iii) the Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and (iv) are subject to registration rights. If the Company submits a Business Combination to the public stockholders for a vote, the Sponsor has agreed to vote any Class B common stock held by it and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

With certain limited exceptions, the shares of Class B common stock are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 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, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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-Publisher FASB
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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Warrant Liability

6 Months Ended

Jun. 30, 2021

Warrants And Rights Note Disclosure [Abstract]

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the 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 warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they 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 the Public Warrants who exercise their 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants for Cash—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:


	•	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 sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

Redemption of Warrants for Shares of Class A Common Stock—Once the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock:


	•	in whole and not in part;
	•	at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock;
	•	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and


	•	if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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 issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the shares of 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	June 30, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	345,036,411	$	345,026,104

Liabilities:
Warrant Liability – Public Warrants	1	$	18,112,500	$	19,665,000
Warrant Liability – Private Placement Warrants	3	$	9,345,000	$	10,146,000
Forward Purchase Agreement Liability	3	$	1,200,000	$	2,900,000

The Public Warrants and Private Placement Warrants (collectively, the “Warrants”) and forward purchase agreement were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the balance sheet. The warrant liabilities and forward purchase agreement liability are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities:

	June 30, 2021			December 31, 2020
Unit price	$	10.24		$	10.15
Term to initial business combination (in years)		0.50			1.0
Volatility		0.0	%		15.6	%
Risk-free rate		0.06	%		0.51	%
Dividend yield		0.0	%		0.0	%

The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	10,146,000		$	19,665,000		$	29,811,000
Change in valuation inputs or other assumptions		(801,000	)		(1,552,500	)		(2,353,500	)
Fair value as of June 30, 2021	$	9,345,000		$	18,112,500		$	27,457,500

The forward purchase agreement was valued using the publicly traded price of the Company’s Units, based upon the fact that the Forward Purchase Units are equivalent to the Company’s publicly traded Units, and the publicly traded price of the Units considered (i) the market’s expectation of an initial Business Combination and (ii) the Company’s redemption of the common stock within the Units at $10.00 per shares if an initial Business Combination does not occur.

The following table presents the changes in the fair value of forward purchase agreement liability:

Fair value as of December 31, 2020	$	2,900,000
Change in fair value		(1,700,000	)
Fair value as of June 30, 2021	$	1,200,000

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Derivative Financial Instruments

Income Taxes

Net Income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	(5,211	)	$	(10,307	)
Less: interest available to be withdrawn for payment of taxes		5,211			10,307
Net income attributable to Class A common stock subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000			34,500,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—		$	—
Non-Redeemable common stock
Numerator: Net Income minus Net Earnings
Net income	$	(7,175,334	)	$	3,613,612
Less: Net income allocable to Class A Common stock subject to possible redemption		—			—
Non-Redeemable Net Income	$	(7,175,334	)	$	3,613,612
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,625,000			8,625,000
Basic and diluted net income per share, Non-redeemable common stock	$	(0.83	)	$	0.42

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Recent Accounting Standards

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Calculation of Basic and Diluted Net Income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	(5,211	)	$	(10,307	)
Less: interest available to be withdrawn for payment of taxes		5,211			10,307
Net income attributable to Class A common stock subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000			34,500,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—		$	—
Non-Redeemable common stock
Numerator: Net Income minus Net Earnings
Net income	$	(7,175,334	)	$	3,613,612
Less: Net income allocable to Class A Common stock subject to possible redemption		—			—
Non-Redeemable Net Income	$	(7,175,334	)	$	3,613,612
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,625,000			8,625,000
Basic and diluted net income per share, Non-redeemable common stock	$	(0.83	)	$	0.42

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Information about Assets and Liabilities that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized

Description	Level	June 30, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	345,036,411	$	345,026,104

Liabilities:
Warrant Liability – Public Warrants	1	$	18,112,500	$	19,665,000
Warrant Liability – Private Placement Warrants	3	$	9,345,000	$	10,146,000
Forward Purchase Agreement Liability	3	$	1,200,000	$	2,900,000

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements of Warrant Liabilities

The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities:

	June 30, 2021			December 31, 2020
Unit price	$	10.24		$	10.15
Term to initial business combination (in years)		0.50			1.0
Volatility		0.0	%		15.6	%
Risk-free rate		0.06	%		0.51	%
Dividend yield		0.0	%		0.0	%

Summary of Changes in Fair Value of Warrant Liabilities and Forward Purchase Agreement Liability

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	10,146,000		$	19,665,000		$	29,811,000
Change in valuation inputs or other assumptions		(801,000	)		(1,552,500	)		(2,353,500	)
Fair value as of June 30, 2021	$	9,345,000		$	18,112,500		$	27,457,500

The following table presents the changes in the fair value of forward purchase agreement liability:

Fair value as of December 31, 2020	$	2,900,000
Change in fair value		(1,700,000	)
Fair value as of June 30, 2021	$	1,200,000

Description of Organization and Business Operations - Additional Information (Details) - USD ($)			6 Months Ended
	Aug. 25, 2020	Jul. 27, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Description Of Organization And Business Operations [Line Items]
Sale of stock, transaction date	Aug. 25, 2020
Sale of stock, price per share	$ 10.00		$ 18.00
Sale of warrants, exercise price per share			$ 0.01
Proceeds from issuance of Class B common stock to Sponsor				$ 25,000
Total cash deposited into the Trust Account	$ 45,000,000
Aggregate proceeds held in the Trust Account	345,000,000
Transaction costs	19,840,171
Underwriting fees	6,900,000
Deferred underwriting fees	12,075,000
Other offering costs	$ 865,171
Business combination terms and description			The Company will have until July 27, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Percentage of redemption of company's outstanding public shares			100.00%
Cash			$ 101,969		$ 589,685
Working capital			233,000
Maximum
Description Of Organization And Business Operations [Line Items]
Open-ended investment holding maturity period	185 days
Interest to pay for dissolution expenses			$ 100,000
Minimum
Description Of Organization And Business Operations [Line Items]
Percentage of initial business combination fair market value of net assets held in trust account			80.00%
Percentage of ownership required to complete business combination			50.00%
Net tangible assets required for business combination			$ 5,000,001
Class A common stock \| Minimum
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 10.00
Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	34,500,000
Initial Public Offering \| Class A common stock
Description Of Organization And Business Operations [Line Items]
Sale of stock, transaction date		Jul. 27, 2020
Sale of units, net of underwriting discounts, offering costs and public warranty		30,000,000
Sale of stock, price per share	$ 10.00	$ 10.00
Gross proceeds from issuance stock		$ 300,000,000
Private Placement Warrants
Description Of Organization And Business Operations [Line Items]
Sale of warrants	900,000	8,000,000
Sale of warrants, exercise price per share	$ 1.00	$ 1.00
Gross proceeds from sale of warrants	$ 900,000	$ 8,000,000
Over-Allotment Option
Description Of Organization And Business Operations [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	4,500,000
Proceeds from issuance of Class B common stock to Sponsor	$ 45,000,000
Initial Public Offering and Private Placement Warrants
Description Of Organization And Business Operations [Line Items]
Aggregate proceeds held in the Trust Account	$ 345,000,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	0
Amounts accrued for interest and penalties	$ 0
Statutory tax rate	21.00%
Federal Depository Insurance Coverage limit amount	$ 250,000
Warrants \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Antidilutive securities excluded calculation of diluted loss per share	26,150,000

Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income per Common Share (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator: Earnings allocable to common stock subject to possible redemption
Net income	$ (468)	$ (7,175,334)	$ 10,788,946	$ (468)	$ 3,613,612	$ (468)
Interest earned on marketable securities held in Trust Account		(5,211)			(10,307)
Numerator: Net Income minus Net Earnings
Net income		(7,175,334)			3,613,612
Non-Redeemable Net Income		$ (7,175,334)			$ 3,613,612
Denominator: Weighted Average Non-Redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,625,000			8,625,000
Basic and diluted net income per share, Non-redeemable common stock		$ (0.83)			$ 0.42
Class A common stock
Numerator: Earnings allocable to common stock subject to possible redemption
Less: interest available to be withdrawn for payment of taxes		$ 5,211			$ 10,307
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		34,500,000			34,500,000

Public Offering - Additional Information (Details) - $ / shares	Aug. 25, 2020	Jul. 27, 2020	Jun. 30, 2021
Subsidiary Sale Of Stock [Line Items]
Sale of stock, price per share	$ 10.00		$ 18.00
Sale of stock, transaction date	Aug. 25, 2020
Class A common stock
Subsidiary Sale Of Stock [Line Items]
Number of share holding in each class of warrant	1
Shares issued, price per share	$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	34,500,000
Initial Public Offering \| Class A common stock
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty		30,000,000
Sale of stock, price per share	$ 10.00	$ 10.00
Sale of stock, transaction date		Jul. 27, 2020
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	4,500,000

Private Placement - Additional Information (Details) - USD ($)		1 Months Ended
	Aug. 25, 2020	Jun. 30, 2020	Jun. 30, 2021	Jul. 27, 2020
Subsidiary Sale Of Stock [Line Items]
Stock issued, value		$ 25,000
Sale of warrants, exercise price per share			$ 0.01
Class A common stock
Subsidiary Sale Of Stock [Line Items]
Shares issued, price per share	$ 11.50
Private Placement Warrants
Subsidiary Sale Of Stock [Line Items]
Sale of warrants, exercise price per share	$ 1.00			$ 1.00
Private Placement Warrants \| Warrants
Subsidiary Sale Of Stock [Line Items]
Stock issued, shares	8,900,000
Shares issued, price per share	$ 1.00
Stock issued, value	$ 8,900,000
Private Placement Warrants \| Warrants \| Class A common stock
Subsidiary Sale Of Stock [Line Items]
Sale of warrants, exercise price per share	$ 11.50
Each warrant exercisable	1
Over-Allotment Option \| Warrants
Subsidiary Sale Of Stock [Line Items]
Stock issued, shares	900,000

Related Party Transactions - Additional Information (Details)				1 Months Ended	3 Months Ended	6 Months Ended
	Aug. 25, 2020 $ / shares shares	Jul. 24, 2020 USD ($)	Jun. 01, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) shares	Jun. 30, 2021 USD ($) $ / shares	Jun. 30, 2021 USD ($) $ / shares	Feb. 15, 2021 USD ($)
Related Party Transaction [Line Items]
Sponsor purchased aggregate price				$ 25,000
Fees paid under office space and administrative support services					$ 60,000	$ 120,000
Loans from related party for working capital						$ 1,500,000
Warrant conversion price \| $ / shares					$ 1.50	$ 1.50
Loans from sponsor for working capital purposes							$ 500,000
Maximum \| Affiliate One
Related Party Transaction [Line Items]
Monthly amount paid to affiliates of sponsor for office space and administrative support services		$ 10,000
Maximum \| Affiliate Two
Related Party Transaction [Line Items]
Monthly amount paid to affiliates of sponsor for office space and administrative support services		$ 10,000
Class B common stock
Related Party Transaction [Line Items]
Sponsor purchased shares \| shares			8,625,000	8,625,000
Shares issued, price per share \| $ / shares			$ 0.0001
Sponsor purchased aggregate price			$ 25,000	$ 863
Founders share subject to forfeiture \| shares			1,125,000
Percentage of issued and outstanding			20.00%
Shares exercises in period \| shares	1,125,000
Class A common stock
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares	$ 11.50
Stockholders' equity stock split, conversion ratio			1

Commitments - Additional Information (Details) - USD ($)	13 Months Ended
	Jun. 30, 2021	Jun. 02, 2020
Forward Purchase Agreement
Loss Contingencies [Line Items]
Maximum number of forward purchase units to be purchased by affiliate		5,000,000
Number of shares issued consists per units purchased under agreement		1
Number of warrants issued consist per units purchased under agreement		0.5
Forward Purchase Agreement \| Class A common stock
Loss Contingencies [Line Items]
Forward purchase warrants per share		$ 10.00
Maximum amount of forward purchase warrants in private placement		$ 50,000,000
Each warrant exercisable		1
Underwriting Agreement
Loss Contingencies [Line Items]
Payments to underwriters as underwriting discount	$ 6,900,000
Underwriters entitled for deferred fee	$ 12,075,000
Underwriters entitled for deferred fee per unit	$ 0.35

Stockholders' Equity - Additional Information (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock voting rights	one vote
Class A common stock
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common stock subject to possible redemption	34,500,000	34,500,000
Common stock last sale price per share equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations	$ 12.00
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations for any trading days	20 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations with in trading day period	30 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations minimum commencing period after business combination	150 days
Class B common stock
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	8,625,000	8,625,000
Common stock, shares, outstanding	8,625,000	8,625,000
Common stock, conversion basis	one-for-one
Common stock transferable assignable or salable period after completion of business combination	1 year

Warrant Liability - Additional Information (Details) - USD ($)	13 Months Ended
	Jun. 30, 2021	Aug. 25, 2020
Class Of Warrant Or Right [Line Items]
Number of fractional shares issued upon exercise of public warrants	0
Public warrants exercisable period after completion of business combination	30 days
Public warrants exercisable period from closing of proposed offering	12 months
Public warrants expiration term after completion of business combination	5 years
Obligation to settle public warrant exercise	$ 0
Warrants exercisable	$ 0
Sale of warrants, exercise price per share	$ 0.01
Minimum period prior written notice of redemption to each warrant holder	30 days
Sale of stock, price per share	$ 18.00	$ 10.00
Warrants redemption terms	the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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.
Adjustment of warrant exercise price, description	the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public 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
Adjusted percentage of higher of the market value and the newly issued price for redemption of warrants for cash	100.00%
Class A common stock
Class Of Warrant Or Right [Line Items]
Minimum period prior written notice of redemption to each warrant holder	30 days
Warrants redemption terms	the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Percentage of equity proceeds and interest.	60.00%
Adjusted percentage of higher of the market value and the newly issued price for redemption of warrants for shares of Class A common stock	180.00%
Class A common stock \| Minimum
Class Of Warrant Or Right [Line Items]
Sale of stock, price per share	$ 10.00
Class A common stock \| Maximum
Class Of Warrant Or Right [Line Items]
Effective issue price per share	$ 9.20

Fair Value Measurements - Schedule of Information about Assets and Liabilities that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized (Details) - Fair Value Measurements, Recurring - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Level 1 \| Warrant Liability - Public Warrants
Liabilities:
Liabilities	$ 18,112,500	$ 19,665,000
Level 1 \| Marketable Securities Held In Trust Account
Assets:
Marketable securities held in Trust Account	345,036,411	345,026,104
Level 3 \| Warrant Liability - Private Placement Warrants
Liabilities:
Liabilities	9,345,000	10,146,000
Level 3 \| Forward Purchase Agreement
Liabilities:
Liabilities	$ 1,200,000	$ 2,900,000

Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Assumptions (Details) - Level 3	Jun. 30, 2021	Dec. 31, 2020
Unit Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	10.24	10.15
Term to Initial Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, term	6 months	1 year
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0	15.6
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.06	0.51
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, measurement input	0.0	0.0

Fair Value Measurements - Summary of Changes in Fair Value of Warrant Liabilities and Forward Purchase Agreement Liability (Details)	6 Months Ended
	Jun. 30, 2021 USD ($)
Private Placement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 10,146,000
Change in valuation inputs or other assumptions	(801,000)
Ending balance	9,345,000
Public
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	19,665,000
Change in valuation inputs or other assumptions	(1,552,500)
Ending balance	18,112,500
Warrant Liability
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	29,811,000
Change in valuation inputs or other assumptions	(2,353,500)
Ending balance	27,457,500
Forward Purchase Agreement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	2,900,000
Ending balance	1,200,000
Change in fair value	$ (1,700,000)

Fair Value Measurements - Additional Information (Details)	Jun. 30, 2021 $ / shares
Fair Value Disclosures [Abstract]
Redemption price per share	$ 10.00