0001104659-21-100699 | 10-Q | XBRL Viewer

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 04, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-40116
Entity Registrant Name	MCAP Acquisition Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3978415
Entity Address, Address Line One	311 South Wacker Drive, Suite 6400
Entity Address, City or Town	Chicago
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	258-8300
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001838672
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Class A Common Stock and one-third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Common Stock and one-third of one Redeemable Warrant
Trading Symbol	MACQU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MACQ
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		31,625,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	MACQW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,906,250

- Details

Name:	us-gaap_StatementClassOfStockAxis=macqu_WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember
Namespace Prefix:
Data Type:	na
Balance Type:
Period Type:

CONDENSED BALANCE SHEETS - USD ($)

Jun. 30, 2021

Dec. 31, 2020

Current assets

Cash

$ 1,128,603

$ 25,000

Prepaid expenses

477,014

Total current assets

1,605,617

25,000

Deferred offering costs

146,634

Other assets

284,831

Cash and marketable securities held in Trust Account

316,266,316

Total assets

318,156,764

171,634

Current liabilities

Accounts payable and accrued expenses

501,973

65,584

Promissory note payable - related party

100,000

Total current liabilities

501,973

165,584

Warrant liability

19,491,000

Deferred underwriting fee payable

11,068,750

Total Liabilities

31,061,723

165,584

Stockholders' Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Additional paid-in capital

3,313,835

24,209

Retained earnings (accumulated deficit)

1,685,040

(18,950)

Total Stockholder's Equity

5,000,008

6,050

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

318,156,764

171,634

Class A Common Stock Subject to Redemption

Current liabilities

Common Stock subject to possible redemption, 28,208,093 and 0 shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value

282,095,033

Class A Common Stock Not Subject to Redemption

Stockholders' Equity

Common stock

342

Class B Common Stock

Stockholders' Equity

Common stock

^[1]

$ 791

[1]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 25, 2021	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0	0
Class A Common Stock
Common shares, par value, (per share)		$ 0.0001	$ 0.0001
Common shares, shares authorized		200,000,000	200,000,000
Common shares, shares issued		3,416,907	0
Common shares, shares outstanding		3,416,907	0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding		28,208,093	0
Class B Common Stock
Common shares, par value, (per share)		$ 0.0001	$ 0.0001
Common shares, shares authorized		20,000,000	20,000,000
Common shares, shares issued	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding	7,906,250	7,906,250	7,906,250
Share dividend	0.1

CONDENSED STATEMENTS OF INCOME - USD ($)	3 Months Ended	6 Months Ended
CONDENSED STATEMENTS OF INCOME - USD ($)	Jun. 30, 2021	Jun. 30, 2021
Formation costs and other operating expenses	$ 763,796	$ 807,697
Loss from operations	(763,796)	(807,697)
Other Income (Loss):
Warrant issuance costs		(832,378)
Interest income	10,194	16,316
Change in fair value of warrant liability	3,222,332	3,327,749
Net income	2,468,730	1,703,990
Class A Common Stock Subject to Redemption
Other Income (Loss):
Interest income	$ 10,194	$ 16,316
Weighted average shares outstanding, basic and diluted	27,962,071	28,526,273
Class A and Class B Non Redeemable Common Stock [Member]
Other Income (Loss):
Net income	$ 2,468,730	$ 1,703,990
Weighted average shares outstanding, basic and diluted	11,569,179	9,977,775
Basic and diluted net income per share of common stock	$ 0.21	$ 0.17

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)

Class A Common Stock

Common Stock

Class A Common Stock Not Subject to Redemption

Common Stock

Class A Common Stock Not Subject to Redemption

Class B Common Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at the beginning at Dec. 31, 2020

$ 791

$ 24,209

$ (18,950)

$ 6,050

Balance at the beginning (in shares) at Dec. 31, 2020

^[1]

7,906,250

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Sale of 31,625,000 Units, net of underwriters discount and offering costs

Sale of Units, net of underwriting discounts (in shares)

31,625,000

^[1]

Common stock subject to possible redemption

Net income (loss)

(764,740)

Balance at the end at Mar. 31, 2021

$ 367

$ 791

5,782,541

(783,690)

5,000,009

Balance at the end (in shares) at Mar. 31, 2021

3,662,929

7,906,250

^[1]

Balance at the beginning at Dec. 31, 2020

$ 791

24,209

(18,950)

6,050

Balance at the beginning (in shares) at Dec. 31, 2020

^[1]

7,906,250

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Sale of 31,625,000 Units, net of underwriters discount and offering costs

$ 3,163

285,381,838

285,385,001

Sale of Units, net of underwriting discounts (in shares)

31,625,000

Common stock subject to possible redemption

$ (2,796)

(279,623,506)

(279,626,302)

Common stock subject to possible redemption (in shares)

(27,962,071)

Net income (loss)

(764,740)

1,703,990

Balance at the end at Jun. 30, 2021

$ 342

$ 791

3,313,835

1,685,040

5,000,008

Balance at the end (in shares) at Jun. 30, 2021

3,416,907

7,906,250

^[1]

Balance at the beginning at Mar. 31, 2021

$ 367

$ 791

5,782,541

(783,690)

5,000,009

Balance at the beginning (in shares) at Mar. 31, 2021

3,662,929

7,906,250

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Common stock subject to possible redemption

$ (25)

(2,468,706)

(2,468,731)

Common stock subject to possible redemption (in shares)

(246,022)

Net income (loss)

2,468,730

Balance at the end at Jun. 30, 2021

$ 342

$ 791

$ 3,313,835

$ 1,685,040

$ 5,000,008

Balance at the end (in shares) at Jun. 30, 2021

3,416,907

7,906,250

^[1]

[1]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

- 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.

+ References + Details

CONDENSED STATEMENT OF CASH FLOWS	6 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Jun. 30, 2021 USD ($)
Cash flow from operating activities:
Net income	$ 1,703,990
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned in Trust Account	(16,316)
Change in fair value of warrant liability	(3,327,749)
Transaction costs allocable to warrant liability	832,378
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(761,845)
Accounts payable and accrued expenses	486,524
Net cash used in operating activities	(1,083,018)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(316,250,000)
Net cash used in investing activities	(316,250,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	309,925,000
Proceeds from sale of Private Placement Warrants	8,975,000
Proceeds from promissory note - related party	150,000
Repayment of promissory note - related party	(250,000)
Payments of deferred offering costs	(363,379)
Net cash provided by financing activities	318,436,621
Net Change in Cash	1,103,603
Cash - Beginning	25,000
Cash - Ending	1,128,603
Non-Cash investing and financing activities:
Initial classification of Class A common stock shares subject to possible redemption	302,376,840
Change in value of Class A common stock shares subject to possible redemption since initial classification	20,281,807
Deferred underwriting fee payable	11,068,750
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities	$ 22,818,749

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2021

Description of Organization and Business Operations

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

MCAP Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period November 12, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 31,625,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $316,250,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,983,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to MCAP Acquisition, LLC (the “Sponsor”), generating gross proceeds of $8,975,000, which is described in Note 4.

Following the closing of the Initial Public Offering on March 2, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.

Transaction costs of the Initial Public Offering amounted to $17,853,629 consisting of $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees (see Note 6) and $459,879 of other costs.

Following the closing of the Initial Public Offering $2,431,242 of cash was held outside of the Trust Account available for working capital purposes. As of June 30, 2021, we have available to us $1,128,603 of cash on our balance sheet and a working capital surplus of $1,103,644.

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

Note 1 — Description of Organization and Business Operations (Continued)

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

The Company will have until March 2, 2023 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to the Company to pay taxes (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), subject to applicable law, 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, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Note 1 — Description of Organization and Business Operations (Continued)

Liquidity and Management’s Plans

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through June 30, 2022 and therefore substantial doubt has been alleviated.

Risks and Uncertainties

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

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Note 2 — Summary of Significant Accounting Policies (Continued)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

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

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $1,128,603 in cash and no cash equivalents as of June 30, 2021.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the three and six months ended June 30, 2021.

Note 2 — Summary of Significant Accounting Policies (Continued)

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, 28,208,093 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Cash Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

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

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements of income includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable common stock shares outstanding. Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Note 2 — Summary of Significant Accounting Policies (Continued)

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


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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for

Note 2 — Summary of Significant Accounting Policies (Continued)

the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

Warrant Liability

6 Months Ended

Jun. 30, 2021

Warrant Liability

Warrant Liability

Note 7 – Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, it will use its best efforts to file with the SEC, and within 60 business days following its initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60^th 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.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days' prior written notice of redemption to each warrant holder; and

●

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

Note 7 – Warrant Liability (Continued)

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

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

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At June 30, 2021, there were 10,541,667 whole Public Warrants and 5,983,333 Private Placement Warrants outstanding, respectively, with a fair value of $19,491,000.

Note 7 – Warrant Liability (Continued)

The Company accounts for the 10,541,667 Public Warrants issued in connection with the Initial Public Offering and the 5,983,333 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.

The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of income. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

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.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

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

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Note 9 – Fair Value Measurements (Continued)

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.


		June 30,
	Level	2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,266,316

Liabilities:
Public Warrants	1	$	11,174,167
Private Placement Warrants	3	$	8,316,833

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of income.

Initial Measurement

The Company established the initial fair value for the Warrants on March 2, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of common stock and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common stock subject to possible redemption, and common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


	March 2,
Input	2021
Risk-free interest rate		0.71	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.50
Stock price	$	9.55

On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.40 and $1.37 per warrant for aggregate values of $8,376,666 and $14,442,083, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MACQW.

Note 9 – Fair Value Measurements (Continued)

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2021:


	June 30,
Input	2021
Risk-free interest rate		0.87	%
Expected term (years)		6.7
Expected Volatility		13	%
Exercise Price	$	11.50
Stock price	$	9.62

On June 30, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.39 and $1.06 per warrant for aggregate values of $8,316,833 and $11,174,167, respectively.

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


	Private				Warrant
	Placement		Public		Liabilities

Fair value	$	—	$	—	$	—
Initial Measurement on March 2, 2021		8,376,666		14,442,083		22,818,749
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		(59,833)		(3,267,916)		(3,327,749)
Fair value as of June 30, 2021	$	8,316,833	$	14,174,167	$	19,491,000

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Income.

(2)

Due to the use of quoted prices in an active market (Level 1) and the use of inputs that are less observable or unobservable in the market (Level 3) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $8,376,666 during the period from March 31, 2021 through June 30,2021. Because of the inherent uncertainty of valuation, estimated values using Level 3 inputs may be materially higher or lower than the values that would have been used had a ready market for investments existed. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

- 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

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Note 2 — Summary of Significant Accounting Policies (Continued)

Use of Estimates

Cash and Cash Equivalents

Income Taxes

The provision for income taxes was deemed to be immaterial for the three and six months ended June 30, 2021.

Note 2 — Summary of Significant Accounting Policies (Continued)

Class A Common Stock Subject to Possible Redemption

Cash Held in Trust Account

Cash Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

Concentration of Credit Risk

Net Income (Loss) Per Share

Net Income Per Share

Note 2 — Summary of Significant Accounting Policies (Continued)

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


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

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

Note 2 — Summary of Significant Accounting Policies (Continued)

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Summary of calculation of basic and diluted net income (loss) per ordinary share


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

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

Schedule of company's assets and liabilities that are measured at fair value


		June 30,
	Level	2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,266,316

Liabilities:
Public Warrants	1	$	11,174,167
Private Placement Warrants	3	$	8,316,833

Schedule of significant inputs to the Monte Carlo Simulation for the fair value


	March 2,
Input	2021
Risk-free interest rate		0.71	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.50
Stock price	$	9.55


	June 30,
Input	2021
Risk-free interest rate		0.87	%
Expected term (years)		6.7
Expected Volatility		13	%
Exercise Price	$	11.50
Stock price	$	9.62

Schedule of change in the fair value of the warrant liabilities


	Private				Warrant
	Placement		Public		Liabilities

Fair value	$	—	$	—	$	—
Initial Measurement on March 2, 2021		8,376,666		14,442,083		22,818,749
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		(59,833)		(3,267,916)		(3,327,749)
Fair value as of June 30, 2021	$	8,316,833	$	14,174,167	$	19,491,000

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Income.

(2)

Description of Organization and Business Operations (Details)			6 Months Ended
	Mar. 02, 2021 USD ($) $ / shares shares	Nov. 12, 2020 item	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item		1
Proceeds from sale of Private Placement Warrants			$ 8,975,000
Payments for investment of cash in Trust Account			316,250,000
Transaction Costs			17,853,629
Underwriting fees			6,325,000
Deferred underwriting fee payable			11,068,750
Other offering costs			459,879
Cash held outside the Trust Account			1,128,603	$ 25,000
Working capital surplus			$ 1,103,644
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Redemption period upon closure			10 days
Maximum Allowed Dissolution Expenses			$ 100,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares			$ 10.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	31,625,000
Proceeds from issuance initial public offering	$ 316,250,000
Payments for investment of cash in Trust Account			$ 316,250,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00
Cash held outside the Trust Account			$ 2,431,242
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares			5,983,333
Price of warrant \| $ / shares			$ 1.50
Proceeds from sale of Private Placement Warrants			$ 8,975,000

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Numerator:
Interest income	$ 10,194		$ 16,316
Net income	2,468,730	$ (764,740)	1,703,990
Class A Common Stock Subject to Redemption
Numerator:
Interest income	10,194		16,316
Net earnings	$ 10,194		$ 16,316
Denominator:
Weighted average shares outstanding, basic and diluted	27,962,071		28,526,273
Class A and Class B Non Redeemable Common Stock [Member]
Numerator:
Net income	$ 2,468,730		$ 1,703,990
Less: Interest income allocated to redeemable Class A common stock	(10,194)		(16,316)
Net income attributable to Non-redeemable	$ 2,458,536		$ 1,687,674
Denominator:
Weighted average shares outstanding, basic and diluted	11,569,179		9,977,775
Basic and diluted net (loss) per share	$ 0.21		$ 0.17

Related Party Transactions - Founder Shares (Details) - Class B Common Stock		6 Months Ended	12 Months Ended
	Feb. 25, 2021 shares	Jun. 30, 2021 item $ / shares	Dec. 31, 2020 USD ($) shares
Related Party Transaction [Line Items]
Share dividend	0.1
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Number of shares issued			7,187,500
Aggregate purchase price \| $			$ 25,000
Share dividend	0.1
Aggregate number of shares owned	7,906,250
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares		$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days

Warrant Liability (Details)	6 Months Ended
Warrant Liability (Details)	Jun. 30, 2021 USD ($) item $ / shares shares
Class of Warrant or Right [Line Items]
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Fair value of warrants outstanding \| $	$ 19,491,000
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination	30 days
Percentage of consideration receivable by the holders in business combination	70.00%
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	5,983,333
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Warrants outstanding \| shares	10,541,667
Trading period after business combination used to measure dilution of warrant \| item	20
Public Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Share price	$ 9.20
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	18.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants \| item	20
Threshold consecutive trading days for redemption of public warrants \| item	30
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%

Stockholders' Equity - Common Stock Shares (Details)		6 Months Ended
Stockholders' Equity - Common Stock Shares (Details)	Feb. 25, 2021 shares	Jun. 30, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote		1
Common shares, shares issued (in shares)		3,416,907	0
Common shares, shares outstanding (in shares)		3,416,907	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)		28,208,093	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote		1
Share dividend	0.1
Common shares, shares issued (in shares)	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding (in shares)	7,906,250	7,906,250	7,906,250
Ratio to be applied to the stock in the conversion		20

Commitments (Details)		6 Months Ended
Commitments (Details)	Mar. 02, 2021 shares	Jun. 30, 2021 USD ($)	Feb. 25, 2021 item
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities \| item			3
Percentage of cash underwriting discount		2.00%
Underwriter cash discount		$ 6,325,000
Deferred underwriting fees (as a percent)		3.50%
Deferred underwriting fee payable		$ 11,068,750
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	4,125,000

Fair Value Measurements - Additional information (Details) - USD ($)		3 Months Ended
	Mar. 02, 2021	Jun. 30, 2021	Mar. 31, 2021
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 1.40	$ 1.39	$ 1.39
Aggregate warrant values	$ 8,376,666	$ 8,316,833
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 1.37	$ 1.06
Aggregate warrant values	$ 14,442,083	$ 11,174,167

Subsequent Events (Details) - Subsequent Event - Business Combination Agreement - Subscription Agreements	Jul. 27, 2021 USD ($) $ / shares shares
Private Placement Warrants
Subsequent Event [Line Items]
Aggregate purchase price \| $	$ 121,500,000
Class A Common Stock
Subsequent Event [Line Items]
Purchase of shares \| shares	12,150,000
Purchase price of per share \| $ / shares	$ 10.00

Initial Public Offering (Details) - $ / shares	Mar. 02, 2021	Jun. 30, 2021
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	31,625,000
Purchase price, per unit	$ 10.00	$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.3
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

Private Placement (Details)	6 Months Ended
Private Placement (Details)	Jun. 30, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 8,975,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding \| shares	5,983,333
Price of warrants \| $ / shares	$ 1.50
Aggregate purchase price	$ 8,975,000

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0	0

Fair Value Measurements (Details)	Jun. 30, 2021 USD ($)
Assets:
Cash and marketable securities held in Trust Account	$ 316,266,316
Liabilities:
Fair value of warrants outstanding	19,491,000
Level 1 \| Recurring
Assets:
Cash and marketable securities held in Trust Account	316,266,316
Level 1 \| Recurring \| Public Warrants
Liabilities:
Fair value of warrants outstanding	11,174,167
Level 2 \| Recurring \| Private Placement Warrants
Liabilities:
Fair value of warrants outstanding	$ 8,316,833

Fair Value Measurements - Initial Measurement (Details) - Level 3	Jun. 30, 2021 Y	Mar. 02, 2021 item Y
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	0.87	0.71
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	6.7	7
Expected Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	13	13
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	11.50	11.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	9.62	9.55