0001213900-21-027212 | 10-Q | XBRL Viewer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 17, 2021
Document Information Line Items
Entity Registrant Name	CF Acquisition Corp. VIII
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001839530
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-40206
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,540,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,250,000

Condensed Balance Sheets - USD ($)

Mar. 31, 2021

Dec. 31, 2020

Current Assets:

Cash

$ 25,000

Prepaid expenses

952,883

Total current assets

977,883

25,000

Cash and investments held in Trust Account

250,000,000

Total Assets

250,977,883

25,000

Current liabilities:

Accrued expenses

21,210

1,421

Payables to related party

5,161

Sponsor loan – promissory notes

508,203

Franchise tax payable

20,450

Total current liabilities

555,024

1,421

Warrant liability

8,179,185

Forward purchase securities liability

1,857,632

Total Liabilities

10,591,841

1,421

Commitments and Contingencies (Note 5)

Class A common stock subject to possible redemption, 23,583,604 shares at redemption value of $10.00 per share as of March 31, 2021

235,386,040

Stockholders’ Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020

Common stock, Class A, $0.0001 par value; 160,000,000 shares authorized, 2,001,396 issued and outstanding (excluding 23,538,604 shares subject to possible redemption) as of March 31, 2021 and no shares issued and outstanding as of December 31, 2020

200

Common stock, Class B, $0.0001 par value; 40,000,000 shares authorized, 6,250,000 and 6,325,000(1) shares issued and outstanding as of March 31, 2021 and December 3, 2020, respectively

^[1]

625

633

Additional paid-in-capital

6,823,712

24,367

Accumulated deficit

(1,824,535)

(1,421)

Total Stockholders’ Equity

5,000,002

23,579

Total Liabilities and Stockholders’ Equity

$ 250,977,883

$ 25,000

[1]

This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6). This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split (see Note 6).

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common Stock Class A
Common shares subject to possible redemption	23,583,604
Common stock subject to possible redemption per share (in Dollars per share)	$ 10.00
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	160,000,000	160,000,000
Common stock, shares issued	2,001,396
Common stock, shares outstanding	2,001,396
Common Stock Class B
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	6,250,000	6,325,000
Common stock, shares outstanding	6,250,000	6,325,000

Statement of Operations (Unaudited)

3 Months Ended

Mar. 31, 2021

USD ($)

$ / shares

General and administrative costs

$ 77,761

Administrative expenses - related party

5,187

Franchise tax expense

20,450

Loss from operations

(103,398)

Change in fair value of warrant liability

137,916

Change in fair value of forward purchase securities liability

(1,857,632)

Loss before income tax expense

(1,823,114)

Net Loss

$ (1,823,114)

Class A Private Placement

Weighted average number of common shares outstanding:

Weighted average number of common shares outstanding (in Shares) | shares

540,000

Basic and diluted net income (loss) per share:

Basic and diluted net income (loss) per share (in Dollars per share) | $ / shares

$ (0.30)

Class A - Public Shares

Net Loss

Weighted average number of common shares outstanding:

Weighted average number of common shares outstanding (in Shares) | shares

25,000,000

Basic and diluted net income (loss) per share:

Basic and diluted net income (loss) per share (in Dollars per share) | $ / shares

$ 0.00

Class B Common Stock

Net Loss

Weighted average number of common shares outstanding:

Weighted average number of common shares outstanding (in Shares) | shares

5,633,333

^[1]

Basic and diluted net income (loss) per share:

Basic and diluted net income (loss) per share (in Dollars per share) | $ / shares

$ (0.30)

[1]	This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split. On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)

Class A Common Stock

Class B Common Stock

Additional Paid-In Capital

Accumulated Deficit

Total

Balance at Dec. 31, 2020

$ 633

$ 24,367

$ (1,421)

$ 23,579

Balance (in Shares) at Dec. 31, 2020

6,325,000

^[1]

Sale of Class A common stock to public

$ 2,500

241,856,250

241,858,750

Sale of Class A common stock to public (in Shares)

25,000,000

Underwriters’ discount and offering expenses

(4,897,322)

Sale of Private Placement Class A common stock

$ 54

5,224,095

5,224,149

Sale of Private Placement Class A common stock (in Shares)

540,000

Forfeiture of common stock to sponsor at $0.0001 par value

$ (8)

Forfeiture of common stock to sponsor at $0.0001 par value (in Shares)

(75,000)

Shares subject to possible redemption

$ (2,354)

(235,383,686)

(235,386,040)

Shares subject to possible redemption (in Shares)

(23,538,604)

Net income

(1,823,114)

Balance at Mar. 31, 2021

$ 200

$ 625

$ 6,823,712

$ (1,824,535)

$ 5,000,002

Balance (in Shares) at Mar. 31, 2021

2,001,396

6,250,000

[1]

This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over- allotment option is not exercised in full or in part by the underwriters. This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split. On March 16, 2021 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Statement of Cash Flows (Unaudited)	3 Months Ended
Statement of Cash Flows (Unaudited)	Mar. 31, 2021 USD ($)
Cash flows from operating activities
Net loss	$ (1,823,114)
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party	63,160
Interest income on investments held in Trust Account
Changes in fair value of warrant liability	(137,916)
Changes in fair value of forward purchase securities liability	1,857,632
Changes in operating assets and liabilities:
Accrued expenses	19,788
Franchise tax payable	20,450
Net cash used in operating activities
Cash flows from investing activities
Cash deposited in Trust Account	(250,000,000)
Net cash used in investing activities	(250,000,000)
Cash flows from financing activities
Proceeds from related party - Sponsor loan	508,203
Proceeds received from initial public offering	250,000,000
Proceeds received from private placement	5,400,000
Offering costs paid	(4,897,322)
Payment of related party payable	(1,010,881)
Net cash provided by financing activities	250,000,000
Net change in cash
Cash, beginning of the period	25,000
Cash, end of the period	25,000
Supplemental disclosure of non-cash financing activities
Initial classification of warrant liability	8,317,101
Initial classification of forward purchase liability	1,933,236
Prepaid expenses paid with payables to related party	952,883
Changes in Class A common stock subject to possible redemption	$ 235,386,040

Description of Organization, Business Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Description of Organization, Business Operations and Basis of Presentation

Note 1—Description of Organization, Business Operations and Basis of Presentation

CF Acquisition Corp. VIII (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. 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 March 31, 2021, the Company had not commenced operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, relates to the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on investments in money market funds that invest in U.S. Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering and recognized changes in the fair value of warrant liability and FPS liability as other income (expense).

The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,400,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).

Offering costs amounted to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs.

Following the closing of the Initial Public Offering and sale of Private Placement Units on February 23, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (“Trust Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

Initial Business Combination - 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 Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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.

The Company will provide the holders of the 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. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination 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 a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law 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 (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Forward Purchase Contract — In connection with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”), to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently with the consummation of an initial Business Combination, 1,000,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering at $10.00 per Unit, and 250,000 shares of Class A common stock (for no additional consideration) (the securities issuable pursuant to the FPA, the “FPS”). The funds from the sale of Units will be used as part of the consideration to the sellers in the initial Business Combination; any excess funds from this private placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for the initial Business Combination.

Failure to Consummate a Business Combination – The Company has until March 16, 2022 to consummate a Business Combination (or a later date approved by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation, the “Combination Period”). If the Company is unable to complete a Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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, except for the Company’s independent registered public accounting firm.

Liquidity and Capital Resources

As of both March 31, 2021 and December 31, 2020, the Company had $25,000 of cash in its operating account and working capital of $422,860 and $23,579, respectively. As of both March 31, 2021 and December 31, 2020, the Company did not have any interest income in the Trust Account available to pay taxes.

The Company’s liquidity needs through March 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, the loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021 and December 31, 2020, there was approximately $508,200 and $0 outstanding under the Sponsor Loan, respectively.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation

The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 20, 2021, and March 15, 2021, respectively.

Going Concern

In connection with the Company’s going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, the Company has until March 16, 2022 to consummate a Business Combination. The Company’s mandatory liquidation date raises substantial doubt about the entity’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should the Company be unable to continue as a going concern. As discussed in Note 1, in the event of a mandatory liquidation, within ten business days, the Company will 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Correction of Previously Issued Financial Statement

The Company corrected certain line items related to the previously audited balance sheet as of March 16, 2021 in the Form 8-K filed with the SEC on March 22, 2021 related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative warrant liability under the guidance of Accounting Standards Codification ("ASC") Topic 815-40, Derivatives and Hedging, Contracts on an Entity's Own Equity ("ASC 815-40"). The following balance sheet items as of March 16, 2021 were impacted: an increase of $8.3 million in Warrants liability, and increase of $1.9 million in FPS liability, a decrease of $10.2 million in the amount of Class A common stock subject to redemption, an increase of $1.9 million in Additional paid-in capital and an increase of $1.9 million in Accumulated deficit.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of March 31, 2021 and December 31, 2020. The balance of the Company’s investments held in the Trust Account as of March 31, 2021 was comprised of cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three months ended March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

As of March 31, 2021 and December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party, the Sponsor Loan and franchise tax payable approximate their fair values due to the short-term nature of the instruments.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Warrant and FPS Liability

The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPS are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPS are outstanding. For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified Warrants and the FPS are recognized as a non-cash gain or loss on the statements of operations.

The Company accounts for the Warrants and FPS in accordance with ASC 815-40 under which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to determine the value of the Warrants and FPS.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 23,538,604 and 0 Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

Income taxes are accounted for under ASC Topic 740, Income Taxes, using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established to offset their benefit.

ASC Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 6,385,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods presented.

The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for shares of Class A common stock is calculated by dividing the interest income on investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 540,000 shares of Class A common stock held by the Sponsor, which is not subject to redemption. Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B common stock and 540,000 shares of Class A common stock held by the Sponsor and outstanding for the period.

The following table reflects the calculation of basic and diluted net income (loss) per common share:

	For the Three Months Ended March 31, 2021
Redeemable Class A common shares
Numerator: earnings allocable to redeemable Class A common shares
Interest income on investments held in Trust Account	$	-
Less franchise tax available to be withdrawn from the Trust Account	$	-
Net earnings	$	-
Denominator: weighted average number of redeemable Class A common share		25,000,000
Basic and diluted net income per redeemable Class A common share	$	-
Non-redeemable Class A and Class B common shares
Numerator: net loss minus redeemable net earnings
Loss from operations	$	(103,397	)
Change in fair value of warrant liability attributable to non-redeemable Class A private placement and Class B common shares	$	137,916
Change in fair value of FPS liability	$	(1,857,632	)
Non-redeemable net loss	$	(1,823,114	)
Denominator: weighted average number of non-redeemable Class B common shares and Class A private placement shares
Non-redeemable Class A private placement and Class B common shares, basic and diluted		6,173,333
Basic and diluted net income per non-redeemable Class A private placement and Class B common share	$	(0.30	)

Recent Accounting Pronouncements

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 unaudited condensed financial statements.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 4—Related Party Transactions

Founder Shares

On July 8, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 Founder Shares to independent directors of the Company. On March 11, 2021, The Company effectuated a 1.1-for-1 stock split. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, due to the underwriter not exercising the overallotment option in full, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. All share and per share amounts have been retroactively restated. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions.

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

Private Placement Units

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock and one-fourth of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

Underwriter

The lead underwriter is an affiliate of the Sponsor (see Note 5).

Business Combination Marketing Agreement

The Company has engaged Cantor Fitzgerald & Co. (“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount of $9,350,000, which is equal to, in the aggregate, 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriters’ over-allotment option.

Related Party Loans

The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to closing the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $79,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination. As of March 31, 2021 and December 31, 2020, the Company had borrowed $508,200 and $0, under the Sponsor Loan, respectively.

If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying balance sheet. As of March 31, 2021 and December 31, 2020, the Company had $5,200 and $0 accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf.

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8—Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. 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 for identical instruments in active markets;

●

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

●

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

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

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

March 31, 2021

	Assets at Fair Value at March 31, 2021
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Assets held in Trust Account U.S. Treasury Securities	$	250,000,000	$	—	$	—	$	250,000,000
Liabilities:
Warrant liability	$	—	$	—	$	8,179,185	$	8,179,185
FPS liability	$	—	$	—	$	1,857,632	$	1,857,632

Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Warrant Liability

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on March 16, 2021, the date of the closing of the Initial Public Offering. The Public Warrants and Private Placement Warrants are measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The Company utilizes the OPM to value the Warrants at each reporting period, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting.

The following table provides quantitative information regarding Level 3 fair value measurements:

	March 16, 2021 (initial measurement)			March 31, 2021
Risk-free interest rate		1.05	%		1.18	%
Expected term (years)		5			5
Expected volatility		17.5	%		17.5	%
Exercise price	$	11.50		$	11.50
Stock price	$	10.00		$	9.92
Dividend yield		0.0	%		0.0	%

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

	Private Placement			Public			Warrant Liability
Fair value as of March 16, 2021	$	175,851		$	8,141,250		$	8,317,101
Change in valuation inputs or other assumptions⁽¹⁾		(2,916	)		(135,000	)		(137,916	)
Fair value as of March 31, 2021	$	172,935		$	8,006,250		$	8,179,185

⁽¹⁾

Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

FPS Liability

The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of March 31, 2021, the probability assigned to the consummation of the Business Combination was 88% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the FPS liability, a Level 3 liability, measured on a recurring basis.

	FPS Liability
Fair value as of March 16, 2021	$	1,933,236
Change in valuation inputs or other assumptions⁽¹⁾		(75,604	)
Fair value as of March 31, 2021	$	1,857,632

⁽¹⁾

Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

- Definition

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

+ References + Details

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Warrant and FPS Liability

Warrant and FPS Liability

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Income Taxes

Income Taxes

Net Loss Per Common Share

Net Loss Per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share:

	For the Three Months Ended March 31, 2021
Redeemable Class A common shares
Numerator: earnings allocable to redeemable Class A common shares
Interest income on investments held in Trust Account	$	-
Less franchise tax available to be withdrawn from the Trust Account	$	-
Net earnings	$	-
Denominator: weighted average number of redeemable Class A common share		25,000,000
Basic and diluted net income per redeemable Class A common share	$	-
Non-redeemable Class A and Class B common shares
Numerator: net loss minus redeemable net earnings
Loss from operations	$	(103,397	)
Change in fair value of warrant liability attributable to non-redeemable Class A private placement and Class B common shares	$	137,916
Change in fair value of FPS liability	$	(1,857,632	)
Non-redeemable net loss	$	(1,823,114	)
Denominator: weighted average number of non-redeemable Class B common shares and Class A private placement shares
Non-redeemable Class A private placement and Class B common shares, basic and diluted		6,173,333
Basic and diluted net income per non-redeemable Class A private placement and Class B common share	$	(0.30	)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)			3 Months Ended	12 Months Ended
	Mar. 16, 2021	Feb. 23, 2021	Mar. 31, 2021	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Gross proceeds			$ 250,000,000
Gross proceeds			5,400,000
Offering cost			4,900,000
Underwriting fees			4,500,000
Other cost			$ 400,000
Fair market value percentage			80.00%
Acquires outstanding voting securities			50.00%
Public share price (in Dollars per share)			$ 10.00
Net tangible assets			$ 5,000,001
Public share redeem percentage			100.00%
Dissolution expenses			$ 100,000
Shares held trust account per share (in Dollars per share)			$ 10.00
Cash			$ 25,000	$ 25,000
Working capital			$ 422,860	422,860
Equity				23,579
Liquidity and capital resources, description			The Company’s liquidity needs through March 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, the loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below).
Investigating and selecting a target business and other working capital cost			$ 1,750,000
Sponsor loan			508,200	0
Interest to pay			100,000
Increase warrants liability			8,179,185
Accumulated deficit			$ (1,824,535)	$ (1,421)
Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock price (in Dollars per share)			$ 10.00
Gross proceeds			$ 10,000,000
Initial business combination units (in Shares)			1,000,000
Revision of Prior Period, Error Correction, Adjustment [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Increase warrants liability	$ 8,300,000
FPS liability increase	1,900,000
Subject to possible redemption	10,200,000
increase additional paid-in capital	1,900,000
Accumulated deficit	$ 1,900,000
CFAC Holdings VIII, LLC [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock price (in Dollars per share)	$ 10.00
Gross proceeds	$ 250,000,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)		250,000,000	25,000,000
Sale of stock price (in Dollars per share)		$ 10.00	$ 10.00
Initial Public Offering [Member] \| CFAC Holdings VIII, LLC [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)	25,000,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)	3,000,000		3,000,000
Private Placement Units [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)			540,000
Sale of stock price (in Dollars per share)			$ 10.00
Gross proceeds			$ 5,400,000
Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Redeeming Shares Aggregate percentage			15.00%
Common stock shares issued (in Shares)			540,000
Class A Common Stock [Member] \| Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Common stock shares issued (in Shares)			250,000
Class A Common Stock [Member] \| CFAC Holdings VIII, LLC [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Common stock price (in Dollars per share)	$ 11.50
Class A Common Stock [Member] \| Private Placement Units [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Common stock price (in Dollars per share)			$ 11.50

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator: earnings allocable to redeemable Class A common shares
Interest income on investments held in Trust Account
Less franchise tax available to be withdrawn from the Trust Account
Net earnings
Denominator: weighted average number of redeemable Class A common share (in Shares) \| shares	25,000,000
Basic and diluted net income per redeemable Class A common share (in Dollars per share) \| $ / shares
Numerator: net loss minus redeemable net earnings
Loss from operations	$ (103,397)
Change in fair value of warrant liability attributable to non-redeemable Class A private placement and Class B common shares	137,916
Change in fair value of FPS liability	(1,857,632)
Non-redeemable net loss	$ (1,823,114)
Non-redeemable Class A private placement and Class B common shares, basic and diluted (in Shares) \| shares	6,173,333
Basic and diluted net income per non-redeemable Class A private placement and Class B common share (in Dollars per share) \| $ / shares	$ (0.30)

Related Party Transactions (Details) - USD ($)							3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 16, 2021	Mar. 16, 2021	Mar. 11, 2021	Mar. 08, 2021	Feb. 23, 2021	Jul. 08, 2020	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Stock split			On March 11, 2021, The Company effectuated a 1.1-for-1 stock split.
Business combination transaction amount							$ 9,350,000
Office space, administrative and shared personnel support services							10,000
Company borrowed loan							508,200		$ 0
Accounts payable							5,200	$ 0
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares transferred to independent directors (in Shares)				20,000
Pre-IPO note amount							300,000
Expenses relating to investigating and selecting other working capital requirements							$ 1,750,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Sale of units (in Shares)							540,000
Warrants price per share (in Dollars per share)							$ 10.00
Aggregate purchase price							$ 5,400,000
Initial Pubic Offering [Member]
Related Party Transactions (Details) [Line Items]
Sale of units (in Shares)					250,000,000		25,000,000
Business combination gross proceeds, percentage							3.50%
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Sale of units (in Shares)		3,000,000					3,000,000
Business combination gross proceeds, percentage							5.50%
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Outstanding amount							$ 79,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sale of units (in Shares)						5,750,000
Common stock, par value (in Dollars per share)						$ 0.0001
Aggregate price						$ 25,000
Common stock, description							The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)							$ 0.0001
Forfeited shares (in Shares)	75,000			75,000			75,000
Initial shareholders holding, percentage	20.00%
Founder share outstanding (in Shares)	6,250,000	6,250,000
Class B Common Stock [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares transferred to independent directors (in Shares)				20,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)							$ 0.0001		$ 0.0001
Class A Common Stock [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Founder share outstanding (in Shares)							6,385,000
Stock price (in Dollars per share)							$ 11.50

Stockholders’ Equity (Details) - $ / shares			3 Months Ended	12 Months Ended
Stockholders’ Equity (Details) - $ / shares	Mar. 16, 2021	Mar. 08, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 28, 2020
Stockholders’ Equity (Details) [Line Items]
Converted percentage			20.00%
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized			160,000,000	160,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			2,001,396
Common shares subject to possible redemption			23,538,604	0
Common stock, shares outstanding			2,001,396
Class A Common Stock [Member] \| Private Placement [Member]
Stockholders’ Equity (Details) [Line Items]
Shares issued			540,000
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized			40,000,000	40,000,000
Common stock, par value (in Dollars per share)			$ 0.0001
Common stock, shares issued			6,250,000	6,325,000
Common stock, shares outstanding			6,250,000	6,325,000
Shares forfeited	75,000	75,000	75,000
Issued and outstanding common stock percentage			20.00%
Founder shares outstanding					6,250,000
Class B Common Stock [Member] \| Sponsor [Member]
Stockholders’ Equity (Details) [Line Items]
Shares transferred		20,000

Statement of Changes in Stockholders’ Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2021 $ / shares
Statement of Stockholders' Equity [Abstract]
Forfeiture of common stock to sponsor at par value	$ 0.0001

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2021 USD ($) shares
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount	$4,400,000
Underwriter fees (in Dollars) \| $	$ 100,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Partially exercised additional units	3,000,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units	3,300,000

Warrants (Details)	3 Months Ended
Warrants (Details)	Mar. 31, 2021
Warrant [Abstract]
Redemption of warrant description	● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

Fair Value Measurements (Details) $ in Millions	3 Months Ended
Fair Value Measurements (Details) $ in Millions	Mar. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Aggregate commitment	$ 10.0
Fixed commitment amount	$ 10.0
Business combination percentage	88.00%

Initial Public Offering (Details) - $ / shares			3 Months Ended
Initial Public Offering (Details) - $ / shares	Mar. 16, 2021	Feb. 23, 2021	Mar. 31, 2021
Initial Public Offering (Details) [Line Items]
Issued and outstanding common stock percentage after initial public offering			20.00%
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		250,000,000	25,000,000
Sale of stock price per share (in Dollars per share)		$ 10.00	$ 10.00
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	3,000,000		3,000,000
Class A Common Stock [Member] \| Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Common stock price (in Dollars per share)			$ 11.50
Class B Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Sponsor forfeited share			75,000

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	1 Months Ended	3 Months Ended
	Mar. 16, 2021	Mar. 31, 2021
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Risk-free interest rate	1.05%	1.18%
Expected term (years)	5 years	5 years
Expected volatility	17.50%	17.50%
Exercise price (in Dollars per share)	$ 11.50	$ 11.50
Stock price (in Dollars per share)	$ 10.00	$ 9.92
Dividend yield	0.00%	0.00%