0001104659-21-146181 | S-4/A | XBRL Viewer

317,700,372

319,562,536

171,634

Accounts payable and accrued expenses

545,835

1,116,936

65,584

Promissory note payable - related party

100,000

Total current liabilities

545,835

1,116,936

165,584

Warrant liability

23,591,000

22,818,749

Deferred underwriting fee payable

11,068,750

Common Stock subject to possible redemption, 31,625,000 and 0 shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value

35,205,585

35,004,435

165,584

316,250,000

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

Additional paid in capital

791

24,209

Total Stockholders' Equity

(33,776,390)

(31,692,690)

(18,950)

$ 2,915,213

(33,775,599)

$ (29,171,276)

(31,691,899)

6,050

^[1],[2]

$ 0

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

317,700,372

$ 319,562,536

171,634

Class A Common Stock Subject to Redemption

Common Stock subject to possible redemption, 31,625,000 and 0 shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value

316,270,386

Balance at the beginning at Nov. 11, 2020

^[3]

$ 791

^[1],[2]

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).
[3]	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 CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 02, 2021	Feb. 25, 2021	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, shares outstanding	0		0	0
Share dividend		718,750
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000		200,000,000	200,000,000
Common shares, shares issued	0		0	0
Common shares, shares outstanding	0		0	0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	31,625,000		31,625,000	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000		20,000,000	20,000,000
Common shares, shares issued	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding	7,906,250	7,906,250	7,906,250	7,906,250
Share dividend	0.1	0.1

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation costs and other operating expenses	$ 504,323	$ 1,312,020
Loss from operations	(504,323)	(1,312,020)
Other Income (Loss):
Warrant issuance costs		(832,378)
Interest income	4,070	20,386
Change in fair value of warrant liability	(4,100,000)	(772,251)
Net (loss)	$ (4,600,253)	$ (2,896,263)
Class A Common Stock
Other Income (Loss):
Weighted average shares outstanding, diluted	31,625,000	24,674,451
Net loss per share of common stock, diluted	$ (0.12)	$ (0.09)
Class A Common Stock Subject to Redemption
Other Income (Loss):
Weighted average shares outstanding, basic	31,625,000	24,674,451
Weighted average shares outstanding, diluted	31,625,000	24,674,451
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Net loss per share of common stock, diluted	$ 0.00	$ 0.00
Class B non-redeemable common stock
Other Income (Loss):
Weighted average shares outstanding, basic	7,906,250	7,906,250
Weighted average shares outstanding, diluted	7,906,250	7,906,250
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Net loss per share of common stock, diluted	$ (0.12)	$ (0.09)

CONDENSED CONSOLIDATED 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

$ 0

Balance at the beginning (in shares) at Nov. 11, 2020

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

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

4,125,000

Balance at the end at Dec. 31, 2020

$ 0

(18,950)

$ (18,950)

^[1],[2]

$ 791

24,209

(18,950)

6,050

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

^[1],[2],[3]

7,906,250

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

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

$ 3,163

285,381,838

285,385,001

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

31,625,000

^[3]

Common stock subject to possible redemption (in shares)

$ (3,163)

(285,406,047)

(30,857,107)

(316,266,317)

(31,625,000)

Balance at the end at Jun. 30, 2021

1,703,990

$ 791

(29,172,067)

(29,171,276)

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

^[3]

7,906,250

Balance at the beginning at Dec. 31, 2020

^[1],[2]

$ 791

24,209

(18,950)

6,050

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

^[1],[2],[3]

7,906,250

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

(2,896,263)

$ 791

(33,776,390)

(33,775,599)

Balance at the beginning at Jun. 30, 2021

7,906,250

^[3]

$ 791

(29,172,067)

(29,171,276)

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

^[3]

7,906,250

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

(4,070)

(4,600,253)

$ 791

$ 0

$ (33,776,390)

$ (33,775,599)

7,906,250

^[3]

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).
[3]	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.

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

Reference 1: 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 2: 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=123359005&loc=d3e8933-108599

Reference 3: 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=124431687&loc=d3e22595-107794

Reference 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: 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=123367319&loc=SL114868664-224227

Reference 9: 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=123570139&loc=d3e3602-108585

Reference 10: 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=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

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=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: 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=123596393&loc=d3e14064-108612

Reference 19: 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=124431687&loc=d3e22583-107794

Reference 20: 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 21: 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=125511455&loc=SL5780133-109256

Reference 22: 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 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=124431687&loc=d3e22658-107794

Reference 24: 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=124509347&loc=SL7669619-108580

Reference 25: 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=123359005&loc=d3e8924-108599

Reference 26: 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=124431687&loc=d3e22694-107794

Reference 27: 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=124431687&loc=d3e22694-107794

Reference 28: 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 29: 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=124509347&loc=SL7669625-108580

Reference 30: 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=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: 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=123359005&loc=d3e8906-108599

Reference 35: 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=123359005&loc=d3e8933-108599

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.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-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 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-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

Description of Organization and Business Operations

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares			2 Months Ended	6 Months Ended
	Mar. 02, 2021	Feb. 25, 2021	Dec. 31, 2020	Jun. 30, 2021
Sale of Units, net of underwriting discounts (in shares)			4,125,000
Share dividend		718,750
Class A Common Stock Not Subject to Redemption
Sale of Units, net of underwriting discounts (in shares)				31,625,000
Class B Common Stock
Share dividend	0.1	0.1

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	9 Months Ended
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	Sep. 30, 2021 USD ($)
Cash flow from operating activities:
Net loss	$ (2,896,263)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned in Trust Account	(20,386)
Change in fair value of warrant liability	772,251
Transaction costs allocable to warrant liability	832,378
Changes in operating assets and liabilities:
Prepaid expenses	(632,384)
Accounts payable and accrued expenses	530,385
Net cash used in operating activities	(1,414,019)
Cash flows from investing activities:
Investment of cash in Trust Account	(316,250,000)
Net cash used in financing activities	(316,250,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	309,925,000
Proceeds from promissory note - related party	150,000
Proceeds from sale of Private Placement Warrants	8,975,000
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	772,602
Cash at the beginning of the period	25,000
Cash at the end of the period	797,602
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	4,070
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

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

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.

All activity for the period November 12, 2020 (inception) through March 2, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described in Note 3.

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 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. In addition, $2,431,242 of cash was held outside of the Trust Account and is available for working capital purposes.

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.

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.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)

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 Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “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.

The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its 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.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)

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.

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 statement does not include any adjustments that might result from the outcome of this uncertainty.

Going Concern and Management’s Plans

The accompanying financial statement has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s management believes that its operations may not be sufficient to fund operating cash needs for at least 12 months from the issuance of this financial statement. The Company has no significant assets and has no revenue generating operations. There can be no assurance that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of this financial statement. The accompanying financial statement does not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

MCAP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 27,500,000 units at $10.00 per unit (or 31,625,000 units if the underwriter’s over-allotment option is exercised in full) (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) which is discussed in Note 3 and the sale of 5,433,333 warrants (or 5,983,333 warrants if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant that will close in a private placement to MCAP Acquisition, LLC (the “Sponsor”) simultaneously with the closing of the Proposed Offering (see Note 4).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed 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 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or 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 funds in the Trust Account to the Company’s stockholders, as described below.

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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “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.

The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed 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 us 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 Proposed 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 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 Proposed 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.

Going Concern Consideration

At December 31, 2020, the Company had $25,000 in cash and working capital deficit of $140,584. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 1 — Description of Organization and Business Operations

The accompanying condensed consolidated financial statements includes the Company and its wholly owned subsidiaries GRNT Merger Sub 1 LLC, GRNT Merger Sub 2 LLC, GRNT Merger Sub 3 LLC, and GRNT Merger Sub 4 LLC.

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

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 September 30, 2021, we have available to us $797,602 of cash on our balance sheet and a working capital surplus of $706,131.

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

Going Concern and Management’s Plans

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2021, we had incurred accumulated losses of approximately $2,915,213 for the period from November 12, 2020 (date of inception) through September 30, 2021.

The Company’s management believes that its operations may not be sufficient to fund operating cash needs for at least 12 months from the issuance of these financial statements. The Company has no significant assets and has no revenue generating operations. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

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

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying balance sheet has been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

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 (cont.)

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 $2,431,242 in cash and no cash equivalents as of March 2, 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 March 2, 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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

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 March 2, 2021, shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $17,853,629 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

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.

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 operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Use of Estimates

The preparation of 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 revenue and expenses during the reporting period.

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 December 31, 2020.

Income Taxes

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 December 31, 2020. 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 period from November 12, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding common shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,031,250 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Notes 7 and 8). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

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.

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

Subsequent Events

Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2020 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as follows.

On February 25, 2021, the Company’s Board of Directors approved a stock dividend of 718,750 shares of Class B common stock (the “Stock Dividend”). The par values of the common and preferred stock were not adjusted as a result of the Stock Dividend. All references to common stock, warrants to purchase common stock, share data, per share data, and related information contained in the financial statements have been retroactively adjusted to reflect this Stock Dividend for all periods presented.

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.

In preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it will restate its financial statements to classify all Class A common shares as Class A common stock subject to possible redemption in temporary equity as of September 30, 2021 (see Note 11).

Emerging Growth Company

Note 2 — Summary of Significant Accounting Policies (continued)

Use of 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 $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

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 September 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 nine months ended September 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 September 30, 2021, 31,625,000 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 September 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

Net Loss Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per share for the period presented.

The Company’s condensed statement of operations applies the two-class method in calculating net income per share. Basic and diluted net loss per share for Class A common stock and Class B common stock is calculated by dividing net loss attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.

Note 2 — Summary of Significant Accounting Policies (continued)

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


	For the Three		For the
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Class A common stock

Net loss allocable to Class A common stock	$	(3,680,202)	$	(2,193,437)

Basic and diluted weighted average shares outstanding		31,625,000		24,674,451
Basic and diluted net loss per share	$	(0.12)	$	(0.09)
Non-Redeemable Class B common stock

Net loss allocable to Class B common stock	$	(920,051)	$	(702,826)

Basic and diluted weighted average shares outstanding		7,906,250		7,906,250
Basic and diluted net loss per share	$	(0.12)	$	(0.09)

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

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

Initial Public Offering

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Related Party Transactions

Initial Public Offering

NOTE 3. INITIAL PUBLIC OFFERING

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

NOTE 3. PROPOSED OFFERING

Pursuant to the Proposed Offering, the Company will offer for sale up to 27,500,000 Units (or 31,625,000 Units if the underwriter’s overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Note 3 — Initial Public Offering

Private Placement

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Private Placement

Private Placement

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 5,983,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $8,975,000.

Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period.

NOTE 4. PRIVATE PLACEMENT

The Sponsor has agreed to purchase an aggregate of 5,433,333 Private Placement Warrants (or 5,983,333 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.50 per warrant ($8,150,000 in the aggregate, or $8,975,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of Proposed Offering.

Each Private Placement Warrant is identical to the warrants offered in the Proposed Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.

Note 4 — Private Placement

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Related Party Transactions

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note — Related Party

On December 21, 2020, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. On March 2, 2021, the $250,000 outstanding under the Note was repaid in full.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

NOTE 5. RELATED PARTY TRANSACTIONS (cont.)

Administrative Support Agreement

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On December 21, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Founder Shares include an aggregate of up to 1,031,250 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note — Related Party

On December 21, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of

June 30, 2021 or the completion of the Proposed Offering. As of December 31, 2020, the Company had borrowed $100,000 under the Note.

Related Party Loans

Administrative Support Agreement

Commencing on the date of the prospectus and until completion of the Company’s initial business combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support.

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Related Party Loans

Administrative Support Agreement

Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space, secretarial and administrative support. As of September 30, 2021, our Sponsor did not intend to request reimbursement from the Company for any administrative support.

Commitments

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Commitments

Commitments

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The Company granted the underwriter a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The aforementioned option was exercised on March 2, 2021.

The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $6,325,000. In addition, the underwriter is entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $11,068,750. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement.

NOTE 6. COMMITMENTS

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The Company will grant the underwriter a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions.

The underwriter will be entitled to a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Proposed Offering, or $5,500,000 (or $6,325,000 if the over-allotment option in exercised in full). In addition, the underwriter will be entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Proposed Offering, or $9,625,000 (or $11,068,750 if the over-allotment option in exercised in full). The deferred fee will become payable to the underwriter 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.

Note 6 — Commitments

Registration Rights

Underwriters Agreement

Warrant Liability

9 Months Ended

Mar. 02, 2021

Sep. 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.

NOTE 7. WARRANT LIABILITY (cont.)

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.

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.

NOTE 7. WARRANT LIABILITY (cont.)

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 statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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 (other than in the case the Public Warrants are redeemed for $0.10 as described above). 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.

Note 7 — Warrant Liability

Note 7 — Warrant Liability (continued)

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

●

Stockholders' Equity

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Stockholders' Equity

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 2, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At March 2, 2021, there were no shares of Class A common stock issued or outstanding, (excluding 31,625,000 Class A shares subject to possible redemption).

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock resulting in an aggregate of 7,906,250 shares of Class B common stock issued and outstanding. At March 2, 2021, there were 7,906,250 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law; provided that only holders of Class B common stock have the right to vote for the election of directors prior to the Company’s initial Business Combination.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

NOTE 8. STOCKHOLDERS’ EQUITY (cont.)

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

NOTE 7. STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were no shares of Class A common stock issued or outstanding.

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 7,906,250 Class B common stock issued and outstanding, of which an aggregate of up to 1,031,250 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding common stock after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants — 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 Proposed Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. 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) for any 20 trading days within a 30-trading day period ending three business days before 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 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. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 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 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 and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the Private Placement Warrants will 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.

Note 8 – Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2021, there were no Class A common stock issued or outstanding

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock resulting in an aggregate of 7,906,250 shares of Class B common stock issued and outstanding. At September 30, 2021, there were 7,906,250 shares of Class B common stock issued and outstanding.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Fair Value Measurements

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

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.

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.


	Level	March 2, 2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,250,000

Liabilities:
Public Warrants	3	$	14,442,083
Private Placement Warrants	3	$	8,376,666

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.

NOTE 9. FAIR VALUE MEASUREMENTS (cont.)

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,
	2021

Risk-free interest rate		0.071	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.5
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.

Note 9 — Fair Value Measurements

●

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

●

Note 9 — Fair Value Measurements (continued)

●


		September 30,
	Level	2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,270,386

Liabilities:
Public Warrants	1	$	11,385,000
Private Placement Warrants	3	$	12,206,000

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 statement of operations.

Initial Measurement

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 September 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 September 30, 2021:


	September 30,
Input	2021
Risk-free interest rate		0.98	%
Expected term (years)		5.1
Expected Volatility		12	%
Exercise Price	$	11.50
Stock price	$	9.87

On September 30, 2021, fair value of the Private Placement Warrants and Public Warrants were determined to be $2.04 and $1.08 per warrant for aggregate values of $12,206,000 and $11,385,000 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⁾		3,829,334		(3,057,083)		772,251
Fair value as of September 30, 2021	$	12,206,000	$	11,385,000	$	23,591,000

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

(2)

Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) 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 $22,819,000 during the period from March 31, 2021 through September 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.

Restatement of Previously Issued Financial Statements

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

Business Combination

9 Months Ended

Sep. 30, 2021

Business Combination

Business Combination

Note 10 — Business Combination

On July 27, 2021, MCAP Acquisition Corporation (“MCAP”), GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4” and together with Merger Sub 1, Merger Sub 2 and Merger Sub 3, the “Merger Sub Entities”), H.I.G. Growth – AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and AdTheorent Holding Company, LLC, a Delaware limited liability company (the “AdTheorent”), entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which, among other things, the AdTheorent will merge with and into Merger Sub 4 and become a wholly owned subsidiary of MCAP. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Mergers and the other transactions.

Restatement of Previously Issued Financial Statements

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Restatement of Previously Issued Financial Statements

NOTE 10. RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET

The Company previously accounted for its outstanding Public Warrants (as defined in Note 7) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The Warrant Agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the Warrant Agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued balance sheet dated March 2, 2021, filed on Form 8-K/A on March 8, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

NOTE 10. RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET (cont.)

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash as of March 2, 2021.

Additionally, the Company has concluded it will also restate its balance sheet dated March 2, 2021, filed on Form 8-K/A on March 8, 2021 to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity.

As a result of the above, the Company should have classified all of it Class A common stock as Class A common stock subject to possible redemption in temporary equity in its previously issued balance sheet dated March 2, 2021, filed on Form 8-K/A on March 8, 2021. The Company’s accounting for the Class A common stock as a component of equity instead of as Class A common stock subject to possible redemption in temporary equity did not have any effect on the Company’s previously reported investments held in trust or cash as of March 2, 2021.

Collectively the warrant liability and temporary equity restatements of the March 2, 2021 balance sheet resulted in a decrease of approximately $5.0 million in additional paid-in capital and a charge of approximately $31.7 million to accumulated deficit, as well as a reclassification of 1.387.316 shares of Class A common stock from permanent equity to temporary equity. The following table is a summary of the impact of the accounting for the warrant liability and temporary equity restatements on the balance sheet as of March 2, 2021.


	As Previously
	Reported		Adjustment		As Restated
Balance sheet as of March 2, 2021
Warrant liability	$	—	$	22,818,749	$	22,818,749
Total liabilities		12,185,686		22,818,749		35,004,435
Class A common stock subject to possible redemption (1)		302,376,840		13,873,160		316,250,000
Class A common stock		140		(140)		—
Additional paid in capital		5,018,601		(5,018,601)		—
Accumulated deficit		(19,522)		(31,673,168)		(31,692,690)

(1)	Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000.

Note 11 — Restatement of Previously Issued Financial Statements

The Company has concluded it will restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity as of September 30, 2021. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. The change in the carrying value of the redeemable shares of Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5.9 million in additional paid-in capital and a charge of approximately $30.8 million to accumulated deficit, as well as a reclassification of 3,669,191 shares of Class A common stock from permanent equity to temporary equity.

The Company’s accounting for the Class A common stock as a component of equity instead of as Class A common stock subject to possible redemption in temporary equity did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash.

Note 11 — Restatement of Previously Issued Financial Statements (continued)

The following tables are a summary of certain financial data for the period ended March 2, 2021 and for the quarters ended March 31, 2021 and June 30, 2021.


	As Previously
	Restated		Adjustments		As Restated
	March 2, 2021				March 2, 2021
Total assets	$	319,562,536	$	—	$	319,562,536
Total liabilities		35,004,435		—		35,004,435
Temporary equity (Class A ordinary shares subject to possible redemption)		279,558,090		36,691,910		316,250,000


Permanent equity:
Preferred stock		—		—		—
Class A common stock		368		(368)		—
Class B common stock		791		—		791
Additional paid-in capital		5,850,752		(5,850,752)		—
Accumulated deficit		851,900		(30,840,790)		(31,692,690)
Total permanent equity		5,000,011		(36,691,910)		(31,691,899)

	March 31, 2021				March 31, 2021
Total assets	$	318,615,345	$	—	$	318,615,345
Total liabilities		33,989,034		—		33,989,034
Temporary equity (Class A ordinary shares subject to possible redemption)		279,626,302		36,629,820		316,256,122

Permanent equity:
Preferred stock		—		—		—
Class A common stock		367		(367)		—
Class B common stock		791		—		791
Additional paid-in capital		5,782,541		(5,782,541)		—
Accumulated deficit		(783,690)		(30,846,912)		(31,630,602)
Total permanent equity		5,000,009		(36,629,820)		(31,629,811)

Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	6,122	$	(443,116)	$	(436,994)
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		30,237,684		(19,696,017)		10,541,667
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	(0.04)	$	(0.04)

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	(770,862)	$	443,116	$	(327,746)
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		8,353,274		(447,024)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	(0.09)	$	0.05	$	(0.04)

	June 30, 2021				June 30, 2021
Total assets	$	318,156,764	$	—	$	318,156,764
Total liabilities		31,061,723		—		31,061,723
Temporary equity (Class A ordinary shares subject to possible redemption)		282,095,033		34,171,283		316,266,316

Permanent equity:
Preferred stock		—		—		—
Class A common stock		342		(342)		—
Class B common stock		791		—		791
Additional paid-in capital		3,313,835		(3,313,835)		—
Accumulated deficit		1,685,040		(30,857,790)		(29,172,750)
Total permanent equity		5,000,008		(34,171,967)		(29,171,959)

Three Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	10,194	$	1,964,790	$	1,974,984
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		27,962,071		3,662,929		31,625,000
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	2,458,536	$	(1,964,790)	$	493,746
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		11,569,179		(3,662,929)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.21	$	(0.15)	$	0.06

Six Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	16,316	$	1,223,881	$	1,240,197
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		28,526,273		(7,384,698)		21,141,575
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	1,687,674	$	(1,223,881)	$	463,793
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		9,977,775		—		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.17	$	(0.11)	$	0.06

Subsequent Events

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Subsequent Events

Subsequent Events

NOTE 11. SUBSEQUENT EVENTS

Management of the Company evaluates events that have occurred after the balance sheet date of March 2, 2021 through the date this financial statement was issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statement.

Note 12 — Subsequent Events

Management of the Company evaluates events that have occurred after the balance sheet date of September 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accounting Policies (Policies)

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Cash and Cash Equivalents

Basis of Presentation

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Emerging Growth Company

Use of Estimates

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

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 $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

Income Taxes

Income Taxes

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 December 31, 2020. 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 period from November 12, 2020 (inception) through December 31, 2020.

Income Taxes

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 September 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 nine months ended September 30, 2021.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

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 September 30, 2021, 31,625,000 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.

Offering Costs

Offering Costs

Cash Held in Trust Account

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

Cash Held in Trust Account

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

Concentration of Credit Risk

Concentration of Credit Risk

Concentration of Credit Risk

Concentration of Credit Risk

Net Loss Per Share

Net Loss Per Common Share

Net Loss Per Share

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


	For the Three		For the
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Class A common stock

Net loss allocable to Class A common stock	$	(3,680,202)	$	(2,193,437)

Basic and diluted weighted average shares outstanding		31,625,000		24,674,451
Basic and diluted net loss per share	$	(0.12)	$	(0.09)
Non-Redeemable Class B common stock

Net loss allocable to Class B common stock	$	(920,051)	$	(702,826)

Basic and diluted weighted average shares outstanding		7,906,250		7,906,250
Basic and diluted net loss per share	$	(0.12)	$	(0.09)

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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

Recently Issued Accounting Standards

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

Recently Issued Accounting Standards

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

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

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


	For the Three		For the
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Class A common stock

Net loss allocable to Class A common stock	$	(3,680,202)	$	(2,193,437)

Basic and diluted weighted average shares outstanding		31,625,000		24,674,451
Basic and diluted net loss per share	$	(0.12)	$	(0.09)
Non-Redeemable Class B common stock

Net loss allocable to Class B common stock	$	(920,051)	$	(702,826)

Basic and diluted weighted average shares outstanding		7,906,250		7,906,250
Basic and diluted net loss per share	$	(0.12)	$	(0.09)

Fair Value Measurements (Tables)

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

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


	Level	March 2, 2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,250,000

Liabilities:
Public Warrants	3	$	14,442,083
Private Placement Warrants	3	$	8,376,666


		September 30,
	Level	2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,270,386

Liabilities:
Public Warrants	1	$	11,385,000
Private Placement Warrants	3	$	12,206,000

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

	March 2,
	2021

Risk-free interest rate		0.071	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.5
Stock price	$	9.55


	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


	September 30,
Input	2021
Risk-free interest rate		0.98	%
Expected term (years)		5.1
Expected Volatility		12	%
Exercise Price	$	11.50
Stock price	$	9.87

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⁾		3,829,334		(3,057,083)		772,251
Fair value as of September 30, 2021	$	12,206,000	$	11,385,000	$	23,591,000

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

(2)

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Balance Sheet


	As Previously
	Reported		Adjustment		As Restated
Balance sheet as of March 2, 2021
Warrant liability	$	—	$	22,818,749	$	22,818,749
Total liabilities		12,185,686		22,818,749		35,004,435
Class A common stock subject to possible redemption (1)		302,376,840		13,873,160		316,250,000
Class A common stock		140		(140)		—
Additional paid in capital		5,018,601		(5,018,601)		—
Accumulated deficit		(19,522)		(31,673,168)		(31,692,690)

(1)	Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000.

The following tables are a summary of certain financial data for the period ended March 2, 2021 and for the quarters ended March 31, 2021 and June 30, 2021.


	As Previously
	Restated		Adjustments		As Restated
	March 2, 2021				March 2, 2021
Total assets	$	319,562,536	$	—	$	319,562,536
Total liabilities		35,004,435		—		35,004,435
Temporary equity (Class A ordinary shares subject to possible redemption)		279,558,090		36,691,910		316,250,000


Permanent equity:
Preferred stock		—		—		—
Class A common stock		368		(368)		—
Class B common stock		791		—		791
Additional paid-in capital		5,850,752		(5,850,752)		—
Accumulated deficit		851,900		(30,840,790)		(31,692,690)
Total permanent equity		5,000,011		(36,691,910)		(31,691,899)

	March 31, 2021				March 31, 2021
Total assets	$	318,615,345	$	—	$	318,615,345
Total liabilities		33,989,034		—		33,989,034
Temporary equity (Class A ordinary shares subject to possible redemption)		279,626,302		36,629,820		316,256,122

Permanent equity:
Preferred stock		—		—		—
Class A common stock		367		(367)		—
Class B common stock		791		—		791
Additional paid-in capital		5,782,541		(5,782,541)		—
Accumulated deficit		(783,690)		(30,846,912)		(31,630,602)
Total permanent equity		5,000,009		(36,629,820)		(31,629,811)

Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	6,122	$	(443,116)	$	(436,994)
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		30,237,684		(19,696,017)		10,541,667
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	(0.04)	$	(0.04)

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	(770,862)	$	443,116	$	(327,746)
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		8,353,274		(447,024)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	(0.09)	$	0.05	$	(0.04)

	June 30, 2021				June 30, 2021
Total assets	$	318,156,764	$	—	$	318,156,764
Total liabilities		31,061,723		—		31,061,723
Temporary equity (Class A ordinary shares subject to possible redemption)		282,095,033		34,171,283		316,266,316

Permanent equity:
Preferred stock		—		—		—
Class A common stock		342		(342)		—
Class B common stock		791		—		791
Additional paid-in capital		3,313,835		(3,313,835)		—
Accumulated deficit		1,685,040		(30,857,790)		(29,172,750)
Total permanent equity		5,000,008		(34,171,967)		(29,171,959)

Three Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	10,194	$	1,964,790	$	1,974,984
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		27,962,071		3,662,929		31,625,000
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	2,458,536	$	(1,964,790)	$	493,746
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		11,569,179		(3,662,929)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.21	$	(0.15)	$	0.06

Six Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	16,316	$	1,223,881	$	1,240,197
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		28,526,273		(7,384,698)		21,141,575
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	1,687,674	$	(1,223,881)	$	463,793
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		9,977,775		—		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.17	$	(0.11)	$	0.06

Description of Organization and Business Operations (Details)			2 Months Ended	9 Months Ended
	Mar. 02, 2021 USD ($) item $ / shares M shares	Nov. 12, 2020 USD ($) item	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares M shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item	1	1
Sale of Units, net of underwriting discounts (in shares) \| shares			4,125,000
Price of warrant \| $ / shares			$ 10.00
Proceeds from sale of Private Placement Warrants				$ 8,975,000
Payments for investment of cash in Trust Account				316,250,000
Purchase price, per unit \| $ / shares			$ 10.00
Transaction Costs	$ 17,853,629			17,853,629
Underwriting fees	6,325,000			6,325,000
Deferred underwriting fee payable	11,068,750			11,068,750
Other offering costs	459,879			459,879
Cash held outside the Trust Account	$ 2,431,242		$ 25,000	797,602
Working capital surplus				$ 706,131
Condition for future business combination use of proceeds percentage	80			80
Condition for future business combination threshold Percentage Ownership	50			50
Condition for future business combination threshold Net Tangible Assets	$ 5,000,001		$ 5,000,001	$ 5,000,001
Redemption period upon closure	10 days		10 days	10 days
Maximum Allowed Dissolution Expenses	$ 100,000		$ 100,000	$ 100,000
Months to complete acquisition \| M	24			24
Accumulated deficit	$ (31,692,690)	$ 2,915,213	$ (18,950)	$ (33,776,390)
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares			$ 10.00
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	31,625,000		27,500,000
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
Deferred underwriting fee payable			$ 9,625,000
Cash held outside the Trust Account	$ 2,431,242
Initial Public Offering [Member] \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares			$ 0.0001
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	5,983,333		5,433,333	5,983,333
Price of warrant \| $ / shares	$ 1.50		$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 8,975,000		$ 8,150,000	$ 8,975,000

Summary of Significant Accounting Policies (Details) - USD ($)		2 Months Ended	9 Months Ended
	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Nov. 12, 2020
Cash	$ 2,431,242		$ 797,602
Cash equivalents	0		0
Unrecognized tax benefits	0	$ 0	0
Unrecognized tax benefits accrued for interest and penalties	0	0	0
Total offering costs	17,853,629
Additional paid-in capital	0	24,209
Accumulated deficit	$ (31,692,690)	(18,950)	(33,776,390)			$ 2,915,213
Reclassification Of Permanent Equity Into Temporary Equity.	31,625,000
Minimum net tangible assets upon redemption of common stock subject to possible redemption	$ 5,000,001		5,000,001
Offering costs		96,500	363,379
Cash subject to federal depository insurance	$ 250,000	$ 250,000	$ 250,000
Class A Common Stock
Reclassification Of Permanent Equity Into Temporary Equity.	1,387,316
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	31,625,000	0	31,625,000
Adjustments
Additional paid-in capital	$ (5,850,752)			$ (3,313,835)	$ (5,782,541)
Accumulated deficit	$ (30,840,790)			$ (30,857,790)	$ (30,846,912)
Reclassification Of Permanent Equity Into Temporary Equity.	1,387,316

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Common Stock
Net loss allocable to common stock	$ (3,680,202)	$ (2,193,437)
Weighted average shares outstanding, diluted	31,625,000	24,674,451
Net loss per share of common stock, diluted	$ (0.12)	$ (0.09)
Class A Common Stock Subject to Redemption
Weighted average shares outstanding, basic	31,625,000	24,674,451
Weighted average shares outstanding, diluted	31,625,000	24,674,451
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Net loss per share of common stock, diluted	$ 0.00	$ 0.00
Class B non-redeemable common stock
Net loss allocable to common stock	$ (920,051)	$ (702,826)
Weighted average shares outstanding, basic	7,906,250	7,906,250
Weighted average shares outstanding, diluted	7,906,250	7,906,250
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Net loss per share of common stock, diluted	$ (0.12)	$ (0.09)
Class A and Class B Non Redeemable Common Stock [Member]
Weighted average shares outstanding, basic		7,906,250
Weighted average shares outstanding, diluted	7,906,250
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Net loss per share of common stock, diluted	$ (0.58)	$ (0.37)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: 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=124431687&loc=d3e22583-107794

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=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: 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=124431687&loc=d3e22595-107794

Reference 6: 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=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 5: 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=124431687&loc=d3e22694-107794

Reference 6: 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=124431687&loc=d3e22595-107794

Reference 7: 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=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: 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=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

Reference 1: 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=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: 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=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: 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=123359005&loc=d3e8736-108599

Reference 7: 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=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: 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=123359005&loc=d3e8933-108599

Reference 10: 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=123359005&loc=d3e8924-108599

Reference 11: 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=123359005&loc=d3e8906-108599

Reference 12: 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=124431687&loc=d3e22583-107794

Reference 13: 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=123359005&loc=d3e8933-108599

Private Placement Warrants

Initial Public Offering (Details) - $ / shares		2 Months Ended
Initial Public Offering (Details) - $ / shares	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of units sold		4,125,000
Purchase price, per unit		$ 10.00
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)	$ 0.0001	0.0001	$ 0.0001
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.00
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	31,625,000	27,500,000
Purchase price, per unit	$ 10.00	$ 10.00
Number of warrants in a unit	0.33
Initial Public Offering [Member] \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Common shares, par value, (per share)	$ 0.0001
Initial Public Offering [Member] \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 0.0001
Number of shares in a unit		1
Number of warrants in a unit	0.3	0.3
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering [Member] \| Public Warrants \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

Private Placement (Details) - USD ($)		2 Months Ended	9 Months Ended
Private Placement (Details) - USD ($)	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Price of warrants		$ 10.00
Aggregate purchase price			$ 8,975,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding	5,983,333	5,433,333	5,983,333
Price of warrants	$ 1.50	$ 1.50	$ 1.50
Aggregate purchase price	$ 8,975,000	$ 8,150,000	$ 8,975,000

Related Party Transactions - Founder Shares (Details)				1 Months Ended	2 Months Ended	9 Months Ended
Related Party Transactions - Founder Shares (Details)	Mar. 02, 2021 item $ / shares shares	Feb. 25, 2021 shares	Dec. 21, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) item $ / shares	Sep. 30, 2021 item $ / shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 25,000
Share dividend		718,750
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
Class B Common Stock
Related Party Transaction [Line Items]
Share dividend	0.1	0.1
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders					20.00%
Founder Shares
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Founder Shares \| Class B Common Stock
Related Party Transaction [Line Items]
Share dividend		0.1
Aggregate number of shares owned		7,906,250
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			7,187,500	7,187,500
Aggregate purchase price \| $			$ 25,000	$ 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%			20.00%
Restrictions on transfer period of time after business combination completion					1 year	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	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item					20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item					30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days	150 days

Related Party Transactions - Additional Information (Details) - USD ($)		2 Months Ended	9 Months Ended
	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 21, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 250,000
Price of warrant		$ 10.00
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000		$ 300,000
Repayment of promissory note - related party	$ 250,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000	10,000	10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1.50	$ 1.50	$ 1.50

Commitments (Details)		2 Months Ended	9 Months Ended
Commitments (Details)	Mar. 02, 2021 USD ($) item shares	Dec. 31, 2020 USD ($) item shares	Sep. 30, 2021 USD ($)	Feb. 25, 2021 item
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities \| item	3	3		3
Number of units sold \| shares		4,125,000
Number of days granted options to purchase underwriter	45 days
Percentage of cash underwriting discount	2.00%	2.00%	2.00%
Underwriter cash discount	$ 6,325,000		$ 6,325,000
Deferred underwriting fees (as a percent)	3.50%	3.50%	3.50%
Deferred underwriting fee payable	$ 11,068,750		$ 11,068,750
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	4,125,000	31,625,000
Number of days granted options to purchase underwriter	45 days
Underwriter cash discount		$ 6,325,000
Deferred underwriting fee payable		$ 11,068,750

Warrant Liability (Details)		2 Months Ended	9 Months Ended
Warrant Liability (Details)	Mar. 02, 2021 USD ($) D $ / shares shares	Dec. 31, 2020 item $ / shares shares	Sep. 30, 2021 USD ($) item $ / shares shares
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
Redemption price per private placement warrants (in dollar per share)	$ 0.10
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60
Restrictions on transfer period of time after business combination completion	1 year
Fair value of warrants outstanding \| $	$ 22,818,749		$ 23,591,000
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination	30 days	30 days
Percentage of consideration receivable by the holders in business combination	70.00%		70.00%
Class B Common Stock
Class of Warrant or Right [Line Items]
Shares subject to forfeiture \| shares		1,031,250
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
Threshold trading days for redemption of public warrants \| D	20
Threshold number of business days before sending notice of redemption to warrant holders \| D	30
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement		15 days	15 days
Period of time within which registration statement is expected to become effective		60 days	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	5,983,333		5,983,333
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days	30 days	30 days
Warrant exercise period condition two	12 months	12 months	12 months
Public Warrants expiration term	5 years	5 years	5 years
Multiplier used in calculating warrant exercise price	0.01
Number of trading days on which fair market value of shares is reported \| D	30
Warrants outstanding \| shares	10,541,667		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	$ 18.00
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants \| item		20	20
Threshold consecutive trading days for redemption of public warrants \| item		30	30
Threshold number of business days before sending notice of redemption to warrant holders \| item		3
Redemption period		30 days	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]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Mar. 02, 2021	Dec. 31, 2020
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

Stockholders' Equity - Common Stock Shares (Details)			2 Months Ended	9 Months Ended
Stockholders' Equity - Common Stock Shares (Details)	Mar. 02, 2021 USD ($) $ / shares shares	Feb. 25, 2021 shares	Dec. 31, 2020 Vote $ / shares shares	Sep. 30, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Share dividend		718,750
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share	1		1	1
Common shares, shares issued (in shares)	0		0	0
Common shares, shares outstanding (in shares)	0		0	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	31,625,000		0	31,625,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share	1		1	1
Share dividend	0.1	0.1
Common shares, shares issued (in shares)	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding (in shares)	7,906,250	7,906,250	7,906,250	7,906,250
Ratio to be applied to the stock in the conversion	20		20	20

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Mar. 02, 2021
Assets:
Cash and marketable securities held in Trust Account	$ 316,270,386	$ 316,250,000
Liabilities:
Fair value of warrants outstanding	23,591,000	22,818,749
Level 1 \| Recurring
Assets:
Cash and marketable securities held in Trust Account	316,270,386	316,250,000
Level 1 \| Recurring \| Public Warrants
Liabilities:
Fair value of warrants outstanding	11,385,000
Level 3 \| Recurring \| Public Warrants
Liabilities:
Fair value of warrants outstanding		14,442,083
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Fair value of warrants outstanding	$ 12,206,000	$ 8,376,666

Fair Value Measurements - Initial Measurement (Details)	Sep. 30, 2021 Y	Mar. 02, 2021 $ / shares Y
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input		0.071
Risk-free interest rate \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	0.98	0.71
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input \| Y		7
Expected term (years) \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input \| Y	5.1	7
Expected Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input		13
Expected Volatility \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	12	13
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input \| $ / shares		11.5
Exercise Price \| Level 3
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 \| $ / shares		9.55
Stock price \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	9.87	9.55

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)

6 Months Ended

7 Months Ended

Sep. 30, 2021

Mar. 02, 2021

Sep. 30, 2021

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 12,206,000

$ 8,376,666

Public Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

11,385,000

14,442,083

Level 3

Fair value, measurement liability, transfers out of level 3

$ 22,819,000

Level 3 | Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 0

22,818,749

^[1],[2]

772,251

Level 3 | Private Placement Warrants

23,591,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

8,376,666

^[1],[2]

3,829,334

Level 3 | Public Warrants

12,206,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 14,442,083

^[1],[2]

(3,057,083)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 11,385,000

[1]

Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

[2]

Fair Value Measurements - Additional information (Details) - USD ($)	Sep. 30, 2021	Mar. 02, 2021
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 2.04	$ 1.40
Aggregate warrant values	$ 12,206,000	$ 8,376,666
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 1.08	$ 1.37
Aggregate warrant values	$ 11,385,000	$ 14,442,083

Restatement of Previously Issued Financial Statements (Details) - USD ($)

2 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

Mar. 31, 2021

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Jun. 30, 2021

Sep. 30, 2021

Nov. 12, 2020

Nov. 11, 2020

Minimum net tangible assets upon redemption of common stock subject to possible redemption

$ 5,000,001

Reclassification Of Permanent Equity Into Temporary Equity.

31,625,000

$ 319,562,536

$ 171,634

317,700,372

Temporary equity (Class A ordinary shares subject to possible redemption)

35,004,435

165,584

35,205,585

316,250,000

Preferred stock

791

24,209

(31,692,690)

(18,950)

(33,776,390)

$ 2,915,213

$ (31,691,899)

6,050

^[1],[2]

(33,775,599)

$ (29,171,276)

(33,775,599)

$ 0

Interest income

4,070

20,386

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(18,950)

(4,600,253)

1,703,990

(2,896,263)

Class A Common Stock

Reclassification Of Permanent Equity Into Temporary Equity.

1,387,316

Net loss attributable to Non-redeemable Class B common stock

$ (3,680,202)

$ (2,193,437)

Non-Redeemable Class B common stock shares, diluted

31,625,000

24,674,451

Income (loss) per share diluted non-redeemable Class B common stock

$ (0.12)

$ (0.09)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

^[3]

$ 791

^[1],[2]

$ 791

As Restated

$ 318,615,345

$ 319,562,536

318,156,764

Temporary equity (Class A ordinary shares subject to possible redemption)

33,989,034

35,004,435

31,061,723

316,256,122

316,250,000

316,266,316

(31,630,602)

(31,692,690)

(29,172,750)

$ (31,629,811)

(31,691,899)

$ (29,171,959)

Redeemable Class A common stock shares, basic and diluted

7,906,250

31,625,000

7,906,250

Earnings per share basic and diluted redeemable Class A common stock

$ (0.04)

$ 0.06

Income (loss) per share basic non-redeemable Class B common stock

(0.04)

0.06

Income (loss) per share diluted non-redeemable Class B common stock

$ 0.04

$ 0.06

As Restated | Class A Common Stock

Net loss attributable to Non-redeemable Class B common stock

$ (436,994)

$ 1,974,984

$ 1,240,197

Redeemable Class A common stock shares, basic and diluted

10,541,667

21,141,575

As Restated | Class B Common Stock

$ 791

791

$ 791

Net loss attributable to Non-redeemable Class B common stock

(327,746)

$ 493,746

463,793

Redeemable Class A common stock shares, basic and diluted

7,906,250

As Previously Restated

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Reclassification Of Permanent Equity Into Temporary Equity.

30,237,684

318,615,345

$ 319,562,536

$ 318,156,764

318,156,764

Temporary equity (Class A ordinary shares subject to possible redemption)

33,989,034

35,004,435

31,061,723

279,626,302

279,558,090

282,095,033

5,782,541

5,850,752

3,313,835

(783,690)

851,900

1,685,040

$ 5,000,009

5,000,011

$ 5,000,008

Redeemable Class A common stock shares, basic and diluted

8,353,274

27,962,071

9,977,775

Income (loss) per share basic non-redeemable Class B common stock

$ (0.09)

$ 0.21

$ 0.17

Income (loss) per share diluted non-redeemable Class B common stock

$ (0.09)

$ 0.21

$ 0.17

As Previously Restated | Class A Common Stock

$ 367

368

$ 342

Net loss attributable to Non-redeemable Class B common stock

$ 6,122

10,194

$ 16,316

Redeemable Class A common stock shares, basic and diluted

30,237,684

28,526,273

As Previously Restated | Class B Common Stock

$ 791

791

$ 791

Net loss attributable to Non-redeemable Class B common stock

(770,862)

$ 2,458,536

1,687,674

Redeemable Class A common stock shares, basic and diluted

11,569,179

Adjustments

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Reclassification Of Permanent Equity Into Temporary Equity.

1,387,316

Temporary equity (Class A ordinary shares subject to possible redemption)

36,629,820

$ 36,691,910

$ 34,171,283

34,171,283

(5,782,541)

(5,850,752)

(3,313,835)

(30,846,912)

(30,840,790)

(30,857,790)

$ (36,629,820)

(36,691,910)

$ (34,171,967)

Redeemable Class A common stock shares, basic and diluted

(447,024)

3,662,929

Earnings per share basic and diluted redeemable Class A common stock

$ (0.04)

$ 0.06

Income (loss) per share basic non-redeemable Class B common stock

0.05

(0.15)

(0.11)

Income (loss) per share diluted non-redeemable Class B common stock

$ 0.05

$ (0.15)

$ (0.11)

Adjustments | Class A Common Stock

$ (367)

$ (368)

$ (342)

Net loss attributable to Non-redeemable Class B common stock

$ (443,116)

1,964,790

$ 1,223,881

Redeemable Class A common stock shares, basic and diluted

(19,696,017)

(7,384,698)

Adjustments | Class B Common Stock

Net loss attributable to Non-redeemable Class B common stock

$ 443,116

$ (1,964,790)

$ (1,223,881)

Redeemable Class A common stock shares, basic and diluted

(3,662,929)

Adjustments | Reclassification Of Permanent Equity Into Temporary Equity

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Reclassification Of Permanent Equity Into Temporary Equity.

3,669,191

5,900,000

$ 5,900,000

Cash and marketable securities held in Trust Account

$ 30,800,000

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).
[3]	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.

BALANCE SHEET - USD ($)

Sep. 30, 2021

Jun. 30, 2021

Mar. 02, 2021

Dec. 31, 2020

Nov. 12, 2020

Nov. 11, 2020

Current Assets

Cash

$ 797,602

$ 2,431,242

$ 25,000

Prepaid expenses

454,364

881,294

Total current assets

1,251,966

3,312,536

25,000

316,270,386

316,250,000

317,700,372

319,562,536

171,634

Accounts payable and accrued expenses

545,835

1,116,936

65,584

Total current liabilities

545,835

1,116,936

165,584

Warrant liability

23,591,000

22,818,749

Deferred underwriting fee payable

11,068,750

Common Stock subject to possible redemption, 31,625,000, at redemption value

35,205,585

35,004,435

165,584

316,250,000

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

Additional paid in capital

791

24,209

Total Stockholders' Equity

(33,776,390)

(31,692,690)

(18,950)

$ 2,915,213

(33,775,599)

$ (29,171,276)

(31,691,899)

6,050

^[1],[2]

$ 0

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

317,700,372

$ 319,562,536

171,634

Class A Common Stock Subject to Redemption

Common Stock subject to possible redemption, 31,625,000, at redemption value

316,270,386

Description of Organization and Business Operations

^[3]

$ 791

^[1],[2]

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).
[3]	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.

BALANCE SHEET (Parenthetical) - $ / shares	Mar. 02, 2021	Feb. 25, 2021	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, shares outstanding	0		0	0
Share dividend		718,750
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000		200,000,000	200,000,000
Common shares, shares issued	0		0	0
Common shares, shares outstanding	0		0	0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	31,625,000		31,625,000	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000		20,000,000	20,000,000
Common shares, shares issued	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding	7,906,250	7,906,250	7,906,250	7,906,250
Share dividend	0.1	0.1

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)

Going Concern and Management’s Plans

MCAP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

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 Proposed 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

Going Concern Consideration

Note 1 — Description of Organization and Business Operations

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

Going Concern and Management’s Plans

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

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Use of Estimates

Cash and Cash Equivalents

Income Taxes

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Class A Common Stock Subject to Possible Redemption

Offering Costs

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

Concentration of Credit Risk

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Income Taxes

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 December 31, 2020. 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 period from November 12, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

Subsequent Events

Note 2 — 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

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 $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

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 September 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 nine months ended September 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 September 30, 2021, 31,625,000 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 September 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

Net Loss Per Share

Note 2 — Summary of Significant Accounting Policies (continued)

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


	For the Three		For the
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Class A common stock

Net loss allocable to Class A common stock	$	(3,680,202)	$	(2,193,437)

Basic and diluted weighted average shares outstanding		31,625,000		24,674,451
Basic and diluted net loss per share	$	(0.12)	$	(0.09)
Non-Redeemable Class B common stock

Net loss allocable to Class B common stock	$	(920,051)	$	(702,826)

Basic and diluted weighted average shares outstanding		7,906,250		7,906,250
Basic and diluted net loss per share	$	(0.12)	$	(0.09)

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

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

INITIAL PUBLIC OFFERING

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

Initial Public Offering

NOTE 3. INITIAL PUBLIC OFFERING

NOTE 3. PROPOSED OFFERING

Note 3 — Initial Public Offering

PRIVATE PLACEMENT

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Private Placement

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Note 4 — Private Placement

RELATED PARTY TRANSACTIONS

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note — Related Party

Related Party Loans

NOTE 5. RELATED PARTY TRANSACTIONS (cont.)

Administrative Support Agreement

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note — Related Party

June 30, 2021 or the completion of the Proposed Offering. As of December 31, 2020, the Company had borrowed $100,000 under the Note.

Related Party Loans

Administrative Support Agreement

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Related Party Loans

Administrative Support Agreement

COMMITMENTS AND CONTINGENCIES

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Commitments

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriter’s Agreement

NOTE 6. COMMITMENTS

Registration Rights

Underwriter’s Agreement

Note 6 — Commitments

Registration Rights

Underwriters Agreement

WARRANT LIABILITY

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Warrant Liability

WARRANT LIABILITY

NOTE 7. WARRANT LIABILITY

NOTE 7. WARRANT LIABILITY (cont.)

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

●

NOTE 7. WARRANT LIABILITY (cont.)

Note 7 — Warrant Liability

Note 7 — Warrant Liability (continued)

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

●

STOCKHOLDERS EQUITY

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 2, 2021, there were no preferred shares issued or outstanding.

NOTE 8. STOCKHOLDERS’ EQUITY (cont.)

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

NOTE 7. STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were no shares of Class A common stock issued or outstanding.

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 7,906,250 Class B common stock issued and outstanding, of which an aggregate of up to 1,031,250 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding common stock after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

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) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Note 8 – Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2021, there were no Class A common stock issued or outstanding

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock resulting in an aggregate of 7,906,250 shares of Class B common stock issued and outstanding. At September 30, 2021, there were 7,906,250 shares of Class B common stock issued and outstanding.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

FAIR VALUE MEASUREMENTS

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

●

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

●


	Level	March 2, 2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,250,000

Liabilities:
Public Warrants	3	$	14,442,083
Private Placement Warrants	3	$	8,376,666

Initial Measurement

NOTE 9. FAIR VALUE MEASUREMENTS (cont.)

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,
	2021

Risk-free interest rate		0.071	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.5
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.

Note 9 — Fair Value Measurements

●

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

●

Note 9 — Fair Value Measurements (continued)

●


		September 30,
	Level	2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,270,386

Liabilities:
Public Warrants	1	$	11,385,000
Private Placement Warrants	3	$	12,206,000

Initial Measurement

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

Note 9 — Fair Value Measurements (continued)

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


	September 30,
Input	2021
Risk-free interest rate		0.98	%
Expected term (years)		5.1
Expected Volatility		12	%
Exercise Price	$	11.50
Stock price	$	9.87

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⁾		3,829,334		(3,057,083)		772,251
Fair value as of September 30, 2021	$	12,206,000	$	11,385,000	$	23,591,000

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

(2)

Restatement of Previously Issued Financial Statements

+ References + Details

RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET

NOTE 10. RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET

NOTE 10. RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET (cont.)


	As Previously
	Reported		Adjustment		As Restated
Balance sheet as of March 2, 2021
Warrant liability	$	—	$	22,818,749	$	22,818,749
Total liabilities		12,185,686		22,818,749		35,004,435
Class A common stock subject to possible redemption (1)		302,376,840		13,873,160		316,250,000
Class A common stock		140		(140)		—
Additional paid in capital		5,018,601		(5,018,601)		—
Accumulated deficit		(19,522)		(31,673,168)		(31,692,690)

(1)	Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000.

Note 11 — Restatement of Previously Issued Financial Statements

Note 11 — Restatement of Previously Issued Financial Statements (continued)

The following tables are a summary of certain financial data for the period ended March 2, 2021 and for the quarters ended March 31, 2021 and June 30, 2021.


	As Previously
	Restated		Adjustments		As Restated
	March 2, 2021				March 2, 2021
Total assets	$	319,562,536	$	—	$	319,562,536
Total liabilities		35,004,435		—		35,004,435
Temporary equity (Class A ordinary shares subject to possible redemption)		279,558,090		36,691,910		316,250,000


Permanent equity:
Preferred stock		—		—		—
Class A common stock		368		(368)		—
Class B common stock		791		—		791
Additional paid-in capital		5,850,752		(5,850,752)		—
Accumulated deficit		851,900		(30,840,790)		(31,692,690)
Total permanent equity		5,000,011		(36,691,910)		(31,691,899)

	March 31, 2021				March 31, 2021
Total assets	$	318,615,345	$	—	$	318,615,345
Total liabilities		33,989,034		—		33,989,034
Temporary equity (Class A ordinary shares subject to possible redemption)		279,626,302		36,629,820		316,256,122

Permanent equity:
Preferred stock		—		—		—
Class A common stock		367		(367)		—
Class B common stock		791		—		791
Additional paid-in capital		5,782,541		(5,782,541)		—
Accumulated deficit		(783,690)		(30,846,912)		(31,630,602)
Total permanent equity		5,000,009		(36,629,820)		(31,629,811)

Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	6,122	$	(443,116)	$	(436,994)
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		30,237,684		(19,696,017)		10,541,667
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	(0.04)	$	(0.04)

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	(770,862)	$	443,116	$	(327,746)
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		8,353,274		(447,024)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	(0.09)	$	0.05	$	(0.04)

	June 30, 2021				June 30, 2021
Total assets	$	318,156,764	$	—	$	318,156,764
Total liabilities		31,061,723		—		31,061,723
Temporary equity (Class A ordinary shares subject to possible redemption)		282,095,033		34,171,283		316,266,316

Permanent equity:
Preferred stock		—		—		—
Class A common stock		342		(342)		—
Class B common stock		791		—		791
Additional paid-in capital		3,313,835		(3,313,835)		—
Accumulated deficit		1,685,040		(30,857,790)		(29,172,750)
Total permanent equity		5,000,008		(34,171,967)		(29,171,959)

Three Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	10,194	$	1,964,790	$	1,974,984
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		27,962,071		3,662,929		31,625,000
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	2,458,536	$	(1,964,790)	$	493,746
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		11,569,179		(3,662,929)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.21	$	(0.15)	$	0.06

Six Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	16,316	$	1,223,881	$	1,240,197
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		28,526,273		(7,384,698)		21,141,575
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	1,687,674	$	(1,223,881)	$	463,793
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		9,977,775		—		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.17	$	(0.11)	$	0.06

SUBSEQUENT EVENTS

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Subsequent Events

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

Note 12 — Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Cash and Cash Equivalents

Basis of Presentation

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Emerging Growth Company

Use of Estimates

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

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 $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

Income Taxes

Income Taxes

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 December 31, 2020. 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 period from November 12, 2020 (inception) through December 31, 2020.

Income Taxes

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 September 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 nine months ended September 30, 2021.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

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 September 30, 2021, 31,625,000 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.

Offering Costs

Offering Costs

Cash Held in Trust Account

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

Cash Held in Trust Account

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

Concentration of Credit Risk

Concentration of Credit Risk

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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

Recently Issued Accounting Standards

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

Recently Issued Accounting Standards

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

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

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


	Level	March 2, 2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,250,000

Liabilities:
Public Warrants	3	$	14,442,083
Private Placement Warrants	3	$	8,376,666


		September 30,
	Level	2021
Assets:
Cash and marketable securities held in Trust Account	1	$	316,270,386

Liabilities:
Public Warrants	1	$	11,385,000
Private Placement Warrants	3	$	12,206,000

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

	March 2,
	2021

Risk-free interest rate		0.071	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.5
Stock price	$	9.55


	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


	September 30,
Input	2021
Risk-free interest rate		0.98	%
Expected term (years)		5.1
Expected Volatility		12	%
Exercise Price	$	11.50
Stock price	$	9.87

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⁾		3,829,334		(3,057,083)		772,251
Fair value as of September 30, 2021	$	12,206,000	$	11,385,000	$	23,591,000

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

(2)

RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET (Tables)

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Balance Sheet


	As Previously
	Reported		Adjustment		As Restated
Balance sheet as of March 2, 2021
Warrant liability	$	—	$	22,818,749	$	22,818,749
Total liabilities		12,185,686		22,818,749		35,004,435
Class A common stock subject to possible redemption (1)		302,376,840		13,873,160		316,250,000
Class A common stock		140		(140)		—
Additional paid in capital		5,018,601		(5,018,601)		—
Accumulated deficit		(19,522)		(31,673,168)		(31,692,690)

(1)	Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000.

The following tables are a summary of certain financial data for the period ended March 2, 2021 and for the quarters ended March 31, 2021 and June 30, 2021.


	As Previously
	Restated		Adjustments		As Restated
	March 2, 2021				March 2, 2021
Total assets	$	319,562,536	$	—	$	319,562,536
Total liabilities		35,004,435		—		35,004,435
Temporary equity (Class A ordinary shares subject to possible redemption)		279,558,090		36,691,910		316,250,000


Permanent equity:
Preferred stock		—		—		—
Class A common stock		368		(368)		—
Class B common stock		791		—		791
Additional paid-in capital		5,850,752		(5,850,752)		—
Accumulated deficit		851,900		(30,840,790)		(31,692,690)
Total permanent equity		5,000,011		(36,691,910)		(31,691,899)

	March 31, 2021				March 31, 2021
Total assets	$	318,615,345	$	—	$	318,615,345
Total liabilities		33,989,034		—		33,989,034
Temporary equity (Class A ordinary shares subject to possible redemption)		279,626,302		36,629,820		316,256,122

Permanent equity:
Preferred stock		—		—		—
Class A common stock		367		(367)		—
Class B common stock		791		—		791
Additional paid-in capital		5,782,541		(5,782,541)		—
Accumulated deficit		(783,690)		(30,846,912)		(31,630,602)
Total permanent equity		5,000,009		(36,629,820)		(31,629,811)

Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	6,122	$	(443,116)	$	(436,994)
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		30,237,684		(19,696,017)		10,541,667
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	(0.04)	$	(0.04)

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	(770,862)	$	443,116	$	(327,746)
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		8,353,274		(447,024)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	(0.09)	$	0.05	$	(0.04)

	June 30, 2021				June 30, 2021
Total assets	$	318,156,764	$	—	$	318,156,764
Total liabilities		31,061,723		—		31,061,723
Temporary equity (Class A ordinary shares subject to possible redemption)		282,095,033		34,171,283		316,266,316

Permanent equity:
Preferred stock		—		—		—
Class A common stock		342		(342)		—
Class B common stock		791		—		791
Additional paid-in capital		3,313,835		(3,313,835)		—
Accumulated deficit		1,685,040		(30,857,790)		(29,172,750)
Total permanent equity		5,000,008		(34,171,967)		(29,171,959)

Three Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	10,194	$	1,964,790	$	1,974,984
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		27,962,071		3,662,929		31,625,000
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	2,458,536	$	(1,964,790)	$	493,746
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		11,569,179		(3,662,929)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.21	$	(0.15)	$	0.06

Six Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	16,316	$	1,223,881	$	1,240,197
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		28,526,273		(7,384,698)		21,141,575
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06	$	0.06

Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	1,687,674	$	(1,223,881)	$	463,793
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		9,977,775		—		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.17	$	(0.11)	$	0.06

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			2 Months Ended	9 Months Ended
	Mar. 02, 2021 USD ($) item $ / shares M shares	Nov. 12, 2020 USD ($) item	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares M shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item	1	1
Sale of Units, net of underwriting discounts (in shares) \| shares			4,125,000
Price of warrant \| $ / shares			$ 10.00
Proceeds from sale of Private Placement Warrants				$ 8,975,000
Payments for investment of cash in Trust Account				316,250,000
Purchase price, per unit \| $ / shares			$ 10.00
Transaction Costs	$ 17,853,629			17,853,629
Underwriting fees	6,325,000			6,325,000
Deferred underwriting fee payable	11,068,750			11,068,750
Other offering costs	459,879			459,879
Cash held outside the Trust Account	$ 2,431,242		$ 25,000	$ 797,602
Condition for future business combination use of proceeds percentage	80			80
Condition for future business combination threshold Percentage Ownership	50			50
Condition for future business combination threshold Net Tangible Assets	$ 5,000,001		$ 5,000,001	$ 5,000,001
Threshold Percentage of Public Shares Subject to Redemption Without the Company's Prior Written Consent	15.00%		15.00%
Initial Stock Redemption Price Following Business Combination \| $ / shares	$ 10.00		$ 10.00
Redemption period upon closure	10 days		10 days	10 days
Maximum Allowed Dissolution Expenses	$ 100,000		$ 100,000	$ 100,000
Months to complete acquisition \| M	24			24
Accumulated deficit	$ (31,692,690)	$ 2,915,213	$ (18,950)	$ (33,776,390)
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares			$ 10.00
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	31,625,000		27,500,000
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
Deferred underwriting fee payable			$ 9,625,000
Cash held outside the Trust Account	$ 2,431,242
Initial Public Offering [Member] \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares			$ 0.0001
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	5,983,333		5,433,333	5,983,333
Price of warrant \| $ / shares	$ 1.50		$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 8,975,000		$ 8,150,000	$ 8,975,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2021	Mar. 02, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Cash	$ 797,602	$ 2,431,242
Cash equivalents	0	0
Unrecognized tax benefits	0	0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	0	0
Total offering costs		17,853,629
Cash subject to federal depository insurance	$ 250,000	$ 250,000	$ 250,000

INITIAL PUBLIC OFFERING (Details) - $ / shares		2 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of units sold		4,125,000
Purchase price, per unit		$ 10.00
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)	$ 0.0001	0.0001	$ 0.0001
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.00
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	31,625,000	27,500,000
Purchase price, per unit	$ 10.00	$ 10.00
Number of warrants in a unit	0.33
Initial Public Offering [Member] \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Common shares, par value, (per share)	$ 0.0001
Initial Public Offering [Member] \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 0.0001
Number of shares in a unit		1
Number of warrants in a unit	0.3	0.3
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering [Member] \| Public Warrants \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENT (Details) - USD ($)		2 Months Ended	9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Price of warrants		$ 10.00
Aggregate purchase price			$ 8,975,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding	5,983,333	5,433,333	5,983,333
Price of warrants	$ 1.50	$ 1.50	$ 1.50
Aggregate purchase price	$ 8,975,000	$ 8,150,000	$ 8,975,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				1 Months Ended	2 Months Ended	9 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Mar. 02, 2021 item $ / shares shares	Feb. 25, 2021 shares	Dec. 21, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) item $ / shares	Sep. 30, 2021 item $ / shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 25,000
Share dividend		718,750
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
Class B Common Stock
Related Party Transaction [Line Items]
Share dividend	0.1	0.1
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders					20.00%
Founder Shares
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Founder Shares \| Class B Common Stock
Related Party Transaction [Line Items]
Share dividend		0.1
Aggregate number of shares owned		7,906,250
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			7,187,500	7,187,500
Aggregate purchase price \| $			$ 25,000	$ 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%			20.00%
Restrictions on transfer period of time after business combination completion					1 year	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	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item					20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| item					30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days	150 days

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		2 Months Ended	9 Months Ended
	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 21, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 250,000
Price of warrant		$ 10.00
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000		$ 300,000
Repayment of promissory note - related party	$ 250,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000	10,000	10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1.50	$ 1.50	$ 1.50

COMMITMENTS AND CONTINGENCIES (Details)		2 Months Ended	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Mar. 02, 2021 USD ($) item shares	Dec. 31, 2020 USD ($) item shares	Sep. 30, 2021 USD ($)	Feb. 25, 2021 item
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities \| item	3	3		3
Number of units sold \| shares		4,125,000
Number of days granted options to purchase underwriter	45 days
Percentage of cash underwriting discount	2.00%	2.00%	2.00%
Underwriter cash discount	$ 6,325,000		$ 6,325,000
Deferred underwriting fees (as a percent)	3.50%	3.50%	3.50%
Deferred underwriting fee payable	$ 11,068,750		$ 11,068,750
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	4,125,000	31,625,000
Number of days granted options to purchase underwriter	45 days
Underwriter cash discount		$ 6,325,000
Deferred underwriting fee payable		$ 11,068,750

WARRANT LIABILITY (Details)		2 Months Ended	9 Months Ended
WARRANT LIABILITY (Details)	Mar. 02, 2021 USD ($) D $ / shares shares	Dec. 31, 2020 item $ / shares shares	Sep. 30, 2021 USD ($) item $ / shares shares
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
Redemption price per private placement warrants (in dollar per share)	$ 0.10
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60
Restrictions on transfer period of time after business combination completion	1 year
Fair value of warrants outstanding \| $	$ 22,818,749		$ 23,591,000
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination	30 days	30 days
Percentage of consideration receivable by the holders in business combination	70.00%		70.00%
Class B Common Stock
Class of Warrant or Right [Line Items]
Shares subject to forfeiture \| shares		1,031,250
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
Threshold trading days for redemption of public warrants \| D	20
Threshold number of business days before sending notice of redemption to warrant holders \| D	30
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement		15 days	15 days
Period of time within which registration statement is expected to become effective		60 days	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	5,983,333		5,983,333
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days	30 days	30 days
Warrant exercise period condition two	12 months	12 months	12 months
Public Warrants expiration term	5 years	5 years	5 years
Multiplier used in calculating warrant exercise price	0.01
Number of trading days on which fair market value of shares is reported \| D	30
Warrants outstanding \| shares	10,541,667		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	$ 18.00
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants \| item		20	20
Threshold consecutive trading days for redemption of public warrants \| item		30	30
Threshold number of business days before sending notice of redemption to warrant holders \| item		3
Redemption period		30 days	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]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Mar. 02, 2021	Dec. 31, 2020
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)			2 Months Ended	9 Months Ended
STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Mar. 02, 2021 USD ($) $ / shares shares	Feb. 25, 2021 shares	Dec. 31, 2020 Vote $ / shares shares	Sep. 30, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Share dividend		718,750
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share	1		1	1
Common shares, shares issued (in shares)	0		0	0
Common shares, shares outstanding (in shares)	0		0	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	31,625,000		0	31,625,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share	1		1	1
Share dividend	0.1	0.1
Common shares, shares issued (in shares)	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding (in shares)	7,906,250	7,906,250	7,906,250	7,906,250
Ratio to be applied to the stock in the conversion	20		20	20

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2021	Mar. 02, 2021
Assets:
Cash and marketable securities held in Trust Account	$ 316,270,386	$ 316,250,000
Liabilities:
Fair value of warrants outstanding	23,591,000	22,818,749
Level 1 \| Recurring
Assets:
Cash and marketable securities held in Trust Account	316,270,386	316,250,000
Level 1 \| Recurring \| Public Warrants
Liabilities:
Fair value of warrants outstanding	11,385,000
Level 3 \| Recurring \| Public Warrants
Liabilities:
Fair value of warrants outstanding		14,442,083
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Fair value of warrants outstanding	$ 12,206,000	$ 8,376,666

FAIR VALUE MEASUREMENTS - Initial Measurement (Details)	Sep. 30, 2021 Y	Mar. 02, 2021 $ / shares Y
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input		0.071
Risk-free interest rate \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	0.98	0.71
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input \| Y		7
Expected term (years) \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input \| Y	5.1	7
Expected Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input		13
Expected Volatility \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	12	13
Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input \| $ / shares		11.5
Exercise Price \| Level 3
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 \| $ / shares		9.55
Stock price \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	9.87	9.55

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)

6 Months Ended

7 Months Ended

Sep. 30, 2021

Mar. 02, 2021

Sep. 30, 2021

Private Placement Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 12,206,000

$ 8,376,666

Public Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

11,385,000

14,442,083

Level 3

Fair value, measurement liability, transfers out of level 3

$ 22,819,000

Level 3 | Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 0

22,818,749

^[1],[2]

772,251

Level 3 | Private Placement Warrants

23,591,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

8,376,666

^[1],[2]

3,829,334

Level 3 | Public Warrants

12,206,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 14,442,083

^[1],[2]

(3,057,083)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 11,385,000

[1]

Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

[2]

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)	Sep. 30, 2021	Mar. 02, 2021
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 2.04	$ 1.40
Aggregate warrant values	$ 12,206,000	$ 8,376,666
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 1.08	$ 1.37
Aggregate warrant values	$ 11,385,000	$ 14,442,083

RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET (Details) - USD ($)

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Nov. 12, 2020

Minimum net tangible assets upon redemption of common stock subject to possible redemption

$ 5,000,001

Reclassification Of Permanent Equity Into Temporary Equity.

31,625,000

$ 319,562,536

317,700,372

$ 171,634

Temporary equity (Class A ordinary shares subject to possible redemption)

35,004,435

35,205,585

165,584

316,250,000

Warrant liability

22,818,749

23,591,000

35,004,435

35,205,585

165,584

791

24,209

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ (31,692,690)

(33,776,390)

(18,950)

$ 2,915,213

Class A Common Stock

Reclassification Of Permanent Equity Into Temporary Equity.

1,387,316

Error Corrections and Prior Period Adjustments Restatement [Line Items]

^[1]

$ 791

^[2],[3]

As Restated

$ 319,562,536

$ 318,156,764

$ 318,615,345

Temporary equity (Class A ordinary shares subject to possible redemption)

35,004,435

31,061,723

33,989,034

316,250,000

316,266,316

316,256,122

35,004,435

31,061,723

33,989,034

As Restated | Class B Common Stock

(31,692,690)

(29,172,750)

(31,630,602)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 791

791

As Previously Restated

Reclassification Of Permanent Equity Into Temporary Equity.

30,237,684

$ 319,562,536

318,156,764

318,615,345

Temporary equity (Class A ordinary shares subject to possible redemption)

35,004,435

31,061,723

33,989,034

279,558,090

282,095,033

279,626,302

35,004,435

31,061,723

33,989,034

5,850,752

3,313,835

5,782,541

As Previously Restated | Class A Common Stock

851,900

1,685,040

(783,690)

As Previously Restated | Class B Common Stock

368

342

367

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 791

791

Adjustments

Reclassification Of Permanent Equity Into Temporary Equity.

1,387,316

Temporary equity (Class A ordinary shares subject to possible redemption)

$ 36,691,910

34,171,283

36,629,820

(5,850,752)

(3,313,835)

(5,782,541)

Adjustments | Class A Common Stock

(30,840,790)

(30,857,790)

(30,846,912)

Adjustments | Reclassification Of Permanent Equity Into Temporary Equity

$ (368)

$ (342)

$ (367)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Reclassification Of Permanent Equity Into Temporary Equity.

3,669,191

$ 5,900,000

$ 30,800,000

[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.
[2]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[3]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).

BALANCE SHEET - USD ($)

Sep. 30, 2021

Jun. 30, 2021

Mar. 02, 2021

Dec. 31, 2020

Nov. 12, 2020

Nov. 11, 2020

Current Assets

Cash

$ 797,602

$ 2,431,242

$ 25,000

Prepaid expenses

454,364

881,294

Total current assets

1,251,966

3,312,536

25,000

Deferred offering costs

146,634

Other assets

178,020

317,700,372

319,562,536

171,634

Accounts payable and accrued expenses

545,835

1,116,936

65,584

Promissory note payable - related party

100,000

Total current liabilities

545,835

1,116,936

165,584

35,205,585

35,004,435

165,584

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

791

24,209

Total Stockholders' Equity

(33,776,390)

(31,692,690)

(18,950)

$ 2,915,213

(33,775,599)

$ (29,171,276)

(31,691,899)

6,050

^[1],[2]

$ 0

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

317,700,372

$ 319,562,536

171,634

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

^[3]

$ 791

^[1],[2]

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).
[3]	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.

BALANCE SHEET (Parenthetical) - $ / shares	Mar. 02, 2021	Feb. 25, 2021	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, shares outstanding	0		0	0
Share dividend		718,750
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000		200,000,000	200,000,000
Common shares, shares issued	0		0	0
Common shares, shares outstanding	0		0	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000		20,000,000	20,000,000
Common shares, shares issued	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding	7,906,250	7,906,250	7,906,250	7,906,250
Shares subject to forfeiture				1,031,250
Share dividend	0.1	0.1

STATEMENT OF OPERATIONS

2 Months Ended

Dec. 31, 2020

USD ($)

Formation costs and other operating expenses

$ 18,950

Net (loss)

$ (18,950)

Weighted average shares outstanding, basic and diluted | shares

6,875,000

^[1],[2]

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).

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

Balance at the beginning at Nov. 11, 2020

STATEMENT OF OPERATIONS (Parenthetical) - shares	Mar. 02, 2021	Feb. 25, 2021	Dec. 31, 2020
Share dividend		718,750
Class B Common Stock
Shares subject to forfeiture			1,031,250
Share dividend	0.1	0.1

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)

Class B Common Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

$ 0

Balance at the beginning (in shares) at Nov. 11, 2020

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

issuance of Class B common stock to sponsor

$ 791

24,209

25,000

issuance of Class B common stock to sponsor (in shares)

7,906,250

Balance at the end at Dec. 31, 2020

$ 0

(18,950)

^[1],[2]

$ 791

24,209

(18,950)

6,050

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

^[1],[2],[3]

7,906,250

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

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

285,381,838

285,385,001

(285,406,047)

(30,857,107)

(316,266,317)

Balance at the end at Jun. 30, 2021

1,703,990

$ 791

(29,172,067)

(29,171,276)

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

^[3]

7,906,250

Balance at the beginning at Dec. 31, 2020

^[1],[2]

$ 791

24,209

(18,950)

6,050

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

^[1],[2],[3]

7,906,250

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

(2,896,263)

$ 791

(33,776,390)

(33,775,599)

Balance at the beginning at Jun. 30, 2021

^[3]

7,906,250

$ 791

(29,172,067)

(29,171,276)

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

^[3]

7,906,250

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

(4,070)

(4,600,253)

$ 791

$ 0

$ (33,776,390)

$ (33,775,599)

^[3]

7,906,250

[1]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[2]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).
[3]	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.

Description of Organization and Business Operations

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

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares	Mar. 02, 2021	Feb. 25, 2021	Dec. 31, 2020
Share dividend		718,750
Class B Common Stock
Shares subject to forfeiture			1,031,250
Share dividend	0.1	0.1

STATEMENT OF CASH FLOWS	2 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash flow from operating activities:
Net loss	$ (18,950)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	15,450
Net cash used in operating activities	(3,500)
Cash flows from financing activities:
Proceeds from sale of Class B common stock	25,000
Proceeds from promissory note payable	100,000
Payments of deferred offering costs	(96,500)
Net cash provided by financing activities	28,500
Net change in cash	25,000
Cash at the end of the period	25,000
Noncash financing activities:
Deferred offering costs included in accounts payable	$ 50,134

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Description of Organization and Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)

Going Concern and Management’s Plans

MCAP ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

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.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

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 Proposed 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

Going Concern Consideration

Note 1 — Description of Organization and Business Operations

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

Going Concern and Management’s Plans

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

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Use of Estimates

Cash and Cash Equivalents

Income Taxes

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Class A Common Stock Subject to Possible Redemption

Offering Costs

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

Concentration of Credit Risk

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Income Taxes

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 December 31, 2020. 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 period from November 12, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

Subsequent Events

Note 2 — 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

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 $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

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 September 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 nine months ended September 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 September 30, 2021, 31,625,000 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 September 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

Net Loss Per Share

Note 2 — Summary of Significant Accounting Policies (continued)

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


	For the Three		For the
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Class A common stock

Net loss allocable to Class A common stock	$	(3,680,202)	$	(2,193,437)

Basic and diluted weighted average shares outstanding		31,625,000		24,674,451
Basic and diluted net loss per share	$	(0.12)	$	(0.09)
Non-Redeemable Class B common stock

Net loss allocable to Class B common stock	$	(920,051)	$	(702,826)

Basic and diluted weighted average shares outstanding		7,906,250		7,906,250
Basic and diluted net loss per share	$	(0.12)	$	(0.09)

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

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

INITIAL PUBLIC OFFERING

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

PROPOSED OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

NOTE 3. PROPOSED OFFERING

Note 3 — Initial Public Offering

PROPOSED OFFERING

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

PROPOSED OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

NOTE 3. PROPOSED OFFERING

Note 3 — Initial Public Offering

PRIVATE PLACEMENT

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Private Placement

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Note 4 — Private Placement

RELATED PARTY TRANSACTIONS

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note — Related Party

Related Party Loans

NOTE 5. RELATED PARTY TRANSACTIONS (cont.)

Administrative Support Agreement

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note — Related Party

June 30, 2021 or the completion of the Proposed Offering. As of December 31, 2020, the Company had borrowed $100,000 under the Note.

Related Party Loans

Administrative Support Agreement

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Related Party Loans

Administrative Support Agreement

COMMITMENTS

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Commitments

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriter’s Agreement

NOTE 6. COMMITMENTS

Registration Rights

Underwriter’s Agreement

Note 6 — Commitments

Registration Rights

Underwriters Agreement

STOCKHOLDER'S EQUITY

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 2, 2021, there were no preferred shares issued or outstanding.

NOTE 8. STOCKHOLDERS’ EQUITY (cont.)

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

NOTE 7. STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were no shares of Class A common stock issued or outstanding.

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 7,906,250 Class B common stock issued and outstanding, of which an aggregate of up to 1,031,250 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding common stock after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

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) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Note 8 – Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2021, there were no Class A common stock issued or outstanding

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock resulting in an aggregate of 7,906,250 shares of Class B common stock issued and outstanding. At September 30, 2021, there were 7,906,250 shares of Class B common stock issued and outstanding.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021