0001213900-21-066363 | 10-Q/A | XBRL Viewer

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 September 30, 2021, the Company had not commenced operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and all activity 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 the warrant liability and FPS (as defined below) 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 March 16, 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 the FPS 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 September 30, 2021 and December 31, 2020, the Company had $25,000 of cash in its operating account. As of September 30, 2021, the Company had a working capital deficit of approximately $1,745,000. As of December 31, 2020, the Company had working capital of approximately $24,000. During the three and nine months ended September 30, 2021, approximately $6,000 and $11,000 of the interest income earned on funds held in the Trust Account, respectively, was available to pay taxes.

The Company’s liquidity needs through September 30, 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 with Working Capital Loans (as defined in Note 4). As of September 30, 2021 and December 31, 2020, there was approximately $676,000 and $0 outstanding, respectively, under the Sponsor Loan.

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 September 30, 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 22, 2021 and March 15, 2021, respectively.

Going Concern

In connection with the Company’s going concern considerations in accordance with guidance in Accounting Standards Update (“ASU”) No. 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, if a Business Combination is not consummated, 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.

Restatement of Previously Issued Financial Statements

In connection with the change in presentation for shares of Class A common stock subject to possible redemption in the Company’s financial statements for the quarter ended September 30, 2021, the Company re-evaluated its accounting of the Public Shares. As a result, the Company determined that at the closing of the Initial Public Offering, it had improperly valued the Public Shares. The Company has previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $10.00 per share, while also taking into consideration that pursuant to the Company’s amended and restated certificate of incorporation, a redemption cannot result in net tangible assets being less than $5,000,001. Pursuant to the updated analysis, management determined that all Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value, and reclassified the remaining Public Shares from permanent equity to temporary equity on the Company’s condensed balance sheet.

The Company assessed the materiality of these corrections on its prior periods’ financial statements in accordance with SEC Staff Accounting Bulletins Topic 1.M, Materiality and Topic 1.A, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections. As a result of this assessment, the Company determined that the corrections were material to the previously filed financial statements that contained the error as initially reported in the Company’s Form 8-K as of March 16, 2021, and the Forms 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Affected Periods”). Therefore, the Company concluded that the Affected Periods should be restated to present all Public Shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of the Initial Public Offering, with a resulting decrease in Additional paid-in capital and increase in Accumulated deficit. As such, the Company is reporting these restatements to the Affected Periods in this Amendment.

In connection with the change in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class A common stock and shares of Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all classes of common stock share pro-rata in the net income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities, or operating results for all periods presented.

The impact of the restatement on the financial statements for the Affected Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 16, 2021:

	As of March 16, 2021
	As Previously Revised			Adjustment			As Restated
Balance Sheet
Class A common stock subject to possible redemption	$	235,275,910		$	14,724,090		$	250,000,000
Class A common stock	$	202		$	(148	)	$	54
Additional paid-in-capital	$	6,933,840		$	(6,933,840	)	$	—
Accumulated deficit	$	(1,934,657	)	$	(7,790,102	)	$	(9,724,759	)
Total Stockholders’ Equity/(Deficit)	$	5,000,010		$	(14,724,090	)	$	(9,724,080	)

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 31, 2021:

	As of March 31, 2021 (Unaudited)
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Class A common stock subject to possible redemption	$	235,386,040		$	14,613,960		$	250,000,000
Class A common stock	$	200		$	(146	)	$	54
Additional paid-in-capital	$	6,823,712		$	(6,823,712	)	$	—
Accumulated deficit	$	(1,824,535	)	$	(7,790,102	)	$	(9,614,637	)
Total Stockholders’ Equity/(Deficit)	$	5,000,002		$	(14,613,960	)	$	(9,613,958	)

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

	Three Months Ended March 31, 2021 (Unaudited)
	As Previously Reported		Adjustment			As Restated
Statement of Cash Flows
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	$	235,386,040	$	(235,386,040	)	$	—

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of June 30, 2021:

	As of June 30, 2021 (Unaudited)
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Class A common stock subject to possible redemption	$	235,823,750		$	14,176,250		$	250,000,000
Class A common stock	$	196		$	(142	)	$	54
Additional paid-in-capital	$	6,386,006		$	(6,386,006	)	$	—
Accumulated deficit	$	(1,386,824	)	$	(7,790,102	)	$	(9,176,926	)
Total Stockholders’ Equity/(Deficit)	$	5,000,003		$	(14,176,250	)	$	(9,176,247	)

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:

	Six Months Ended June 30, 2021 (Unaudited)
	As Previously Reported		Adjustment			As Restated
Statement of Cash Flows
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	$	235,823,750	$	(235,823,750	)	$	—

The impact to the reported amounts of weighted average number of shares of common stock outstanding and basic and diluted earnings per common share is presented below for the Affected Periods:

	Three Months Ended March 31, 2021 (Unaudited)
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Class A – Public shares		25,000,000			(20,555,556	)		4,444,444
Class A – Private placement		540,000			(444,000	)		96,000
Class B – Common stock		5,633,333			—			5,633,333
Basic and diluted net income (loss) per share, Class A – Public shares	$	0.00		$	(0.18	)	$	(0.18	)
Basic and diluted net income (loss) per share, Class A – Private placement	$	(0.30	)	$	0.12		$	(0.18	)
Basic and diluted net income (loss) per share, Class B – Common stock	$	(0.30	)	$	0.12		$	(0.18	)

	Three Months Ended June 30, 2021 (Unaudited)
Statement of Operations	As Previously Reported		Adjustment			As Restated
Class A – Public shares		25,000,000		—			25,000,000
Class A – Private placement		540,000		—			540,000
Class B – Common stock		6,250,000		—			6,250,000
Basic and diluted net income (loss) per share, Class A – Public shares	$	0.00	$	0.01		$	0.01
Basic and diluted net income (loss) per share, Class A – Private placement	$	0.06	$	(0.05	)	$	0.01
Basic and diluted net income (loss) per share, Class B – Common stock	$	0.06	$	(0.05	)	$	0.01

	Six Months Ended June 30, 2021 (Unaudited)
Statement of Operations	As Previously Reported			Adjustment			As Restated
Class A – Public shares		25,000,000			(10,220,994	)		14,779,006
Class A – Private placement		540,000			(220,773	)		319,227
Class B – Common stock		6,250,000			(306,630	)		5,943,370
Basic and diluted net income (loss) per share, Class A – Public shares	$	0.00		$	(0.07	)	$	(0.07	)
Basic and diluted net income (loss) per share, Class A – Private placement	$	(0.20	)	$	0.13		$	(0.07	)
Basic and diluted net income (loss) per share, Class B – Common stock	$	(0.20	)	$	0.13		$	(0.07	)

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

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 September 30, 2021 and December 31, 2020. The Company’s investments held in the Trust Account as of September 30, 2021 were 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 Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and nine months ended September 30, 2021 and for the period from July 8, 2020 (inception) through September 30, 2020, 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

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, with the exception of the warrant and FPS liabilities.

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 against the carrying value of the shares of Class A common stock 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 using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging. 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 on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified Warrants and the FPS are recognized on the statements of operations in the period of the change.

The Company accounts for the Warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”), pursuant to 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 fair 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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. As discussed in Note 1, all of the Public Shares feature 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 September 30, 2021 and December 31, 2020, 25,000,000 and 0 shares of 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. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.

Income Taxes

Income taxes are accounted for under ASC 740, Income Taxes (“ASC 740”), 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 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 Income (Loss) Per Share of Common Stock

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income (loss) per share of common stock is computed by dividing net income (loss) applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and Private Placement 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 share of common stock is the same as basic earnings per share of common stock for the periods presented.

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

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021						For the Period from July 8, 2020 (Inception) to September 30, 2020
	Class A - Public shares			Class A Private placement shares and Class B Common stock			Class A - Public shares			Class A Private placement shares and Class B Common stock			Class A - Public shares		Class A Private placement shares and Class B Common stock
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(829,763	)	$	(225,363	)	$	(1,803,246	)	$	(637,283	)	$	-	$	-
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding		25,000,000			6,790,000			18,223,443			6,440,329			-		5,500,000
Basic and diluted net loss per share of common stock	$	(0.03	)	$	(0.03	)	$	(0.10	)	$	(0.10	)	$	-	$	-

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard will become effective for the Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.

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

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 3—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’ overallotment option. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock due to the underwriter not exercising the remaining portion of the overallotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units).

Related Party Transactions

9 Months Ended

Sep. 30, 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 effected a 1.1-for-1 stock split. All share and per share amounts have been retroactively restated. 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, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of 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. 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 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, Cantor Fitzgerald & Co. ("CF&Co."), is an affiliate of the Sponsor (see Note 5).

Business Combination Marketing Agreement

The Company has engaged 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 approximately $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. For the three and nine months ended September 30, 2021, the Company paid $30,000 and approximately $65,000, respectively, for office space and administrative fees. As of September 30, 2021 and December 31, 2020, the Company had borrowed approximately $676,000 and $0, respectively, under the Sponsor Loan.

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 September 30, 2021 and December 31, 2020, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $527,000 and $0, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5—Commitments and Contingencies

Registration Rights

Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted CF&Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 16, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the overallotment option in the amount of 3,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option.

CF&Co. was paid a cash underwriting discount of $4,400,000 in connection with the Initial Public Offering.

The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation.

Business Combination Marketing Agreement

The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4).

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 6—Stockholders’ Equity

Class A Common Stock - The Company is authorized to issue 160,000,000 shares of Class A common stock, par value $0.0001 per share. As of September 30, 2021, there were 540,000 shares of Class A common stock issued and outstanding, excluding 25,000,000 shares subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding. The outstanding Class A common stock includes 540,000 shares included in the Private Placement Units. The shares of Class A common stock included in the Private Placement Units do not contain the same redemption features contained in the Public Shares.

Class B Common Stock - The Company is authorized to issue 40,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 6,250,000 and 6,325,000 shares of Class B common stock issued and outstanding, respectively. In connection with the underwriter advising the Company that it would not exercise the remaining portion of the over-allotment option, the Sponsor forfeited 75,000 shares of Class B common stock, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Units).

Prior to the consummation of the Business Combination, only holders of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock are not entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

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. 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 the 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 the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

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, resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. Information contained in the unaudited condensed financial statements have been retroactively adjusted for this split.

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

Fair Value Measurements on a Recurring Basis

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants

9 Months Ended

Sep. 30, 2021

Warrant [Abstract]

Warrants

Note 7—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 completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not 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 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.

The Company may redeem the Public Warrants:

●

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.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

Fair Value Measurements on a Recurring Basis

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Note 8—Fair Value Measurements on a Recurring Basis

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 to valuation techniques 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 three levels of the fair value hierarchy are:

●

Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets;

●

Level 2 measurements – 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 measurements – unobservable inputs for 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 September 30, 2021 and indicates the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

	September 30, 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	$	250,011,440	$	—	$	—	$	250,011,440
Liabilities:
Warrant liability	$	—	$	7,023,500	$	—	$	7,023,500
FPS liability		—		—		2,000,816		2,000,816
Total Liabilities	$	—	$	7,023,500	$	2,000,816	$	9,024,316

Level 1 assets as of September 30, 2021 include investments in a money market fund that holds 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 were 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-fourth 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-fourth 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 shares of 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 utilized the OPM to value the Warrants as of March 16, 2021, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability as of March 16, 2021, was 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 estimated 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 was 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 was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting.

The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the Warrants as of March 16, 2021:

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

Subsequent Measurement

During the nine months ended September 30, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were also reclassified from Level 3 to Level 2 during the nine months ended September 30, 2021.

As of September 30, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were approximately $0.1 million and $6.9 million, respectively.

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
Change in valuation inputs or other assumptions⁽¹⁾		(23,085	)		(1,068,750	)		(1,091,835	)
Fair value as of June 30, 2021	$	149,850		$	6,937,500		$	7,087,350
Change in valuation inputs or other assumptions⁽¹⁾		(1,350	)		(62,500	)		(63,850	)
Fair value as of September 30, 2021⁽²⁾	$	148,500		$	6,875,000		$	7,023,500

⁽¹⁾	Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations.

⁽²⁾

Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the nine months ended September 30, 2021. The Company did not have any transfers out of Level 3 during the three months ended September 30, 2021.

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 shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of 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 shares of 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 September 30, 2021, the probability assigned to the consummation of the Business Combination was 82% 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:

	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
Change in valuation inputs or other assumptions⁽¹⁾		245,264
Fair value as of June 30, 2021	$	2,102,896
Change in valuation inputs or other assumptions⁽¹⁾		(102,080	)
Fair value as of September 30, 2021	$	2,000,816

⁽¹⁾	Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

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.

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the financial statements date through the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Cash and Cash Equivalents

Use of Estimates

Use of Estimates

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 Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

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

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021						For the Period from July 8, 2020 (Inception) to September 30, 2020
	Class A - Public shares			Class A Private placement shares and Class B Common stock			Class A - Public shares			Class A Private placement shares and Class B Common stock			Class A - Public shares		Class A Private placement shares and Class B Common stock
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(829,763	)	$	(225,363	)	$	(1,803,246	)	$	(637,283	)	$	-	$	-
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding		25,000,000			6,790,000			18,223,443			6,440,329			-		5,500,000
Basic and diluted net loss per share of common stock	$	(0.03	)	$	(0.03	)	$	(0.10	)	$	(0.10	)	$	-	$	-

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Description of Organization, Business Operations and Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of revision of previously issued financial statements

	As of March 16, 2021
	As Previously Revised			Adjustment			As Restated
Balance Sheet
Class A common stock subject to possible redemption	$	235,275,910		$	14,724,090		$	250,000,000
Class A common stock	$	202		$	(148	)	$	54
Additional paid-in-capital	$	6,933,840		$	(6,933,840	)	$	—
Accumulated deficit	$	(1,934,657	)	$	(7,790,102	)	$	(9,724,759	)
Total Stockholders’ Equity/(Deficit)	$	5,000,010		$	(14,724,090	)	$	(9,724,080	)

	As of March 31, 2021 (Unaudited)
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Class A common stock subject to possible redemption	$	235,386,040		$	14,613,960		$	250,000,000
Class A common stock	$	200		$	(146	)	$	54
Additional paid-in-capital	$	6,823,712		$	(6,823,712	)	$	—
Accumulated deficit	$	(1,824,535	)	$	(7,790,102	)	$	(9,614,637	)
Total Stockholders’ Equity/(Deficit)	$	5,000,002		$	(14,613,960	)	$	(9,613,958	)

	As of June 30, 2021 (Unaudited)
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Class A common stock subject to possible redemption	$	235,823,750		$	14,176,250		$	250,000,000
Class A common stock	$	196		$	(142	)	$	54
Additional paid-in-capital	$	6,386,006		$	(6,386,006	)	$	—
Accumulated deficit	$	(1,386,824	)	$	(7,790,102	)	$	(9,176,926	)
Total Stockholders’ Equity/(Deficit)	$	5,000,003		$	(14,176,250	)	$	(9,176,247	)

Schedule of Company’s previously reported statement of cash flow

	Three Months Ended March 31, 2021 (Unaudited)
	As Previously Reported		Adjustment			As Restated
Statement of Cash Flows
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	$	235,386,040	$	(235,386,040	)	$	—

	Six Months Ended June 30, 2021 (Unaudited)
	As Previously Reported		Adjustment			As Restated
Statement of Cash Flows
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	$	235,823,750	$	(235,823,750	)	$	—

Schedule of weighted average shares outstanding and basic and diluted earnings per common share

	Three Months Ended March 31, 2021 (Unaudited)
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Class A – Public shares		25,000,000			(20,555,556	)		4,444,444
Class A – Private placement		540,000			(444,000	)		96,000
Class B – Common stock		5,633,333			—			5,633,333
Basic and diluted net income (loss) per share, Class A – Public shares	$	0.00		$	(0.18	)	$	(0.18	)
Basic and diluted net income (loss) per share, Class A – Private placement	$	(0.30	)	$	0.12		$	(0.18	)
Basic and diluted net income (loss) per share, Class B – Common stock	$	(0.30	)	$	0.12		$	(0.18	)

	Three Months Ended June 30, 2021 (Unaudited)
Statement of Operations	As Previously Reported		Adjustment			As Restated
Class A – Public shares		25,000,000		—			25,000,000
Class A – Private placement		540,000		—			540,000
Class B – Common stock		6,250,000		—			6,250,000
Basic and diluted net income (loss) per share, Class A – Public shares	$	0.00	$	0.01		$	0.01
Basic and diluted net income (loss) per share, Class A – Private placement	$	0.06	$	(0.05	)	$	0.01
Basic and diluted net income (loss) per share, Class B – Common stock	$	0.06	$	(0.05	)	$	0.01

	Six Months Ended June 30, 2021 (Unaudited)
Statement of Operations	As Previously Reported			Adjustment			As Restated
Class A – Public shares		25,000,000			(10,220,994	)		14,779,006
Class A – Private placement		540,000			(220,773	)		319,227
Class B – Common stock		6,250,000			(306,630	)		5,943,370
Basic and diluted net income (loss) per share, Class A – Public shares	$	0.00		$	(0.07	)	$	(0.07	)
Basic and diluted net income (loss) per share, Class A – Private placement	$	(0.20	)	$	0.13		$	(0.07	)
Basic and diluted net income (loss) per share, Class B – Common stock	$	(0.20	)	$	0.13		$	(0.07	)

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of basic and diluted net income (loss) per share of common stock

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021						For the Period from July 8, 2020 (Inception) to September 30, 2020
	Class A - Public shares			Class A Private placement shares and Class B Common stock			Class A - Public shares			Class A Private placement shares and Class B Common stock			Class A - Public shares		Class A Private placement shares and Class B Common stock
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(829,763	)	$	(225,363	)	$	(1,803,246	)	$	(637,283	)	$	-	$	-
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding		25,000,000			6,790,000			18,223,443			6,440,329			-		5,500,000
Basic and diluted net loss per share of common stock	$	(0.03	)	$	(0.03	)	$	(0.10	)	$	(0.10	)	$	-	$	-

Fair Value Measurements on a Recurring Basis (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities that are measured at fair value on a recurring basis

	September 30, 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	$	250,011,440	$	—	$	—	$	250,011,440
Liabilities:
Warrant liability	$	—	$	7,023,500	$	—	$	7,023,500
FPS liability		—		—		2,000,816		2,000,816
Total Liabilities	$	—	$	7,023,500	$	2,000,816	$	9,024,316

Schedule of quantitative information in the fair value measurement of Warrants

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

Schedule of 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
Change in valuation inputs or other assumptions⁽¹⁾		(23,085	)		(1,068,750	)		(1,091,835	)
Fair value as of June 30, 2021	$	149,850		$	6,937,500		$	7,087,350
Change in valuation inputs or other assumptions⁽¹⁾		(1,350	)		(62,500	)		(63,850	)
Fair value as of September 30, 2021⁽²⁾	$	148,500		$	6,875,000		$	7,023,500

⁽¹⁾	Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations.

⁽²⁾

Schedule of summary of the changes in the fair value of the FPS liability

	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
Change in valuation inputs or other assumptions⁽¹⁾		245,264
Fair value as of June 30, 2021	$	2,102,896
Change in valuation inputs or other assumptions⁽¹⁾		(102,080	)
Fair value as of September 30, 2021	$	2,000,816

⁽¹⁾	Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 16, 2021	Mar. 16, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 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 costs					$ 400,000
Fair market value percentage					80.00%
Acquires outstanding voting securities					50.00%
Public share price (in Dollars per share)					$ 10
Minimum net tangible assets required for redemption			$ 5,000,001		$ 5,000,001
Public share redeem percentage					100.00%
Dissolution expenses					$ 100,000
Shares held trust account per share (in Dollars per share)					$ 10
Cash			25,000		$ 25,000	$ 25,000
Working capital			1,745,000		1,745,000	24,000
Interest income			6,000		$ 11,000
Description of transaction					The Company’s liquidity needs through September 30, 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).
Maximum sponsor loan					$ 1,750,000
Sponsor loan			676,000		676,000	$ 0
Interest to pay					$ 100,000
Redemption value per share (in Dollars per share)					$ 10
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Minimum net tangible assets required for redemption			$ 5,000,001		$ 5,000,001
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	$ 10
Gross proceeds	$ 250,000,000
Initial public offering expire term	5 years
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)					25,000,000
Sale of stock price (in Dollars per share)			$ 10		$ 10
Net proceeds		$ 250,000,000
Price per share (in Dollars per share)		$ 10
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		$ 10
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%
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)	$ 11.5	$ 11.5
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)			$ 11.5		$ 11.5
Shares issued (in Shares)			540,000		540,000
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		$ 10
Gross proceeds					$ 10,000,000
Initial business combination units (in Shares)					1,000,000
Forward Purchase Contract [Member] \| Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares issued (in Shares)			250,000		250,000

Description of Organization, Business Operations and Basis of Presentation (Details) - Schedule of revision of previously issued financial statements - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Mar. 16, 2021
As Previously Revised [Member]
Balance Sheet
Class A common stock subject to possible redemption	$ 235,823,750	$ 235,386,040	$ 235,275,910
Class A common stock	196	200	202
Additional paid-in-capital	6,386,006	6,823,712	6,933,840
Accumulated deficit	(1,386,824)	(1,824,535)	(1,934,657)
Total Stockholders’ Equity/(Deficit)	5,000,003	5,000,002	5,000,010
Adjustment [Member]
Balance Sheet
Class A common stock subject to possible redemption	14,176,250	14,613,960	14,724,090
Class A common stock	(142)	(146)	(148)
Additional paid-in-capital	(6,386,006)	(6,823,712)	(6,933,840)
Accumulated deficit	(7,790,102)	(7,790,102)	(7,790,102)
Total Stockholders’ Equity/(Deficit)	(14,176,250)	(14,613,960)	(14,724,090)
As Restated [Member]
Balance Sheet
Class A common stock subject to possible redemption	250,000,000	250,000,000	250,000,000
Class A common stock	54	54	54
Accumulated deficit	(9,176,926)	(9,614,637)	(9,724,759)
Total Stockholders’ Equity/(Deficit)	$ (9,176,247)	$ (9,613,958)	$ (9,724,080)

The cumulative amount of the reporting entity's undistributed earnings or deficit.

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

+ References

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

+ Details

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items]

Description of Organization, Business Operations and Basis of Presentation (Details) - Schedule of Company’s previously reported statement of cash flow - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	$ 235,386,040	$ 235,823,750
Adjustment [Member]
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption	(235,386,040)	(235,823,750)
As Restated [Member]
Supplemental disclosure of noncash financing activities
Change in Class A common stock subject to possible redemption

Description of Organization, Business Operations and Basis of Presentation (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Statement of Operations
Class A – Public shares (in Dollars)	$ 25,000,000	$ 25,000,000	$ 25,000,000
Class A – Private placement (in Dollars)	$ 540,000	$ 540,000	$ 540,000
Class B – Common stock (in Shares)	6,250,000	5,633,333	6,250,000
Basic and diluted net income (loss) per share, Class A – Public shares	$ 0	$ 0	$ 0
Basic and diluted net income (loss) per share, Class A – Private placement	0.06	(0.3)	(0.2)
Basic and diluted net income (loss) per share, Class B – Common stock	$ 0.06	$ (0.3)	$ (0.2)
Adjustment [Member]
Statement of Operations
Class A – Public shares (in Dollars)		$ (20,555,556)	$ (10,220,994)
Class A – Private placement (in Dollars)		$ (444,000)	$ (220,773)
Class B – Common stock (in Shares)			(306,630)
Basic and diluted net income (loss) per share, Class A – Public shares	$ 0.01	$ (0.18)	$ (0.07)
Basic and diluted net income (loss) per share, Class A – Private placement	(0.05)	0.12	0.13
Basic and diluted net income (loss) per share, Class B – Common stock	$ (0.05)	$ 0.12	$ 0.13
As Restated [Member]
Statement of Operations
Class A – Public shares (in Dollars)	$ 25,000,000	$ 4,444,444	$ 14,779,006
Class A – Private placement (in Dollars)	$ 540,000	$ 96,000	$ 319,227
Class B – Common stock (in Shares)	6,250,000	5,633,333	5,943,370
Basic and diluted net income (loss) per share, Class A – Public shares	$ 0.01	$ (0.18)	$ (0.07)
Basic and diluted net income (loss) per share, Class A – Private placement	0.01	(0.18)	(0.07)
Basic and diluted net income (loss) per share, Class B – Common stock	$ 0.01	$ (0.18)	$ (0.07)

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	25,000,000	0
Class A Common Stock [Member] \| Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of common stock, shares	6,385,000

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Class A - Public Shares [Member]
Numerator:
Allocation of net loss	$ (829,763)		$ (1,803,246)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	25,000,000		18,223,443
Basic and diluted net loss per share of common stock	$ (0.03)		$ (0.1)
Class A Private placement shares and Class B Common stock [Member]
Numerator:
Allocation of net loss	$ (225,363)		$ (637,283)
Denominator:
Basic and diluted weighted average number of shares of common stock outstanding	6,790,000	5,500,000	6,440,329
Basic and diluted net loss per share of common stock	$ (0.03)		$ (0.1)

Initial Public Offering (Details) - $ / shares		9 Months Ended
Initial Public Offering (Details) - $ / shares	Mar. 16, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Percentage of issued and outstanding		20.00%
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		25,000,000
Sale of stock price per share (in Dollars per share)		$ 10
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)		$ 11.5
Class B Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Sponsor forfeited share		75,000

Related Party Transactions (Details) - USD ($)					3 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 16, 2021	Mar. 11, 2021	Mar. 08, 2021	Jul. 08, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Description of stock split		1.1-for-1
Business combination transaction amount						$ 9,350,000
Maximum sponsor loan						1,750,000
Per month amount					$ 10,000	10,000
Office space and administrative fees					30,000	65,000
Borrowed amount					676,000	676,000	$ 0
Accounts payable					527,000	527,000	$ 0
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares transferred to independent directors (in Shares)			20,000
Pre-IPO note amount						300,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Outstanding amount					$ 79,000	79,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price						$ 5,400,000
Sale of units (in Shares)						540,000
Warrants price per share (in Dollars per share)					$ 10	$ 10
Initial Pubic Offering [Member]
Related Party Transactions (Details) [Line Items]
Sale of units (in Shares)						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%
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 purchase 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	$ 0.0001	$ 0.0001
Forfeited shares (in Shares)	75,000					75,000
Initial shareholders holding, percentage	20.00%
Founder share outstanding (in Shares)	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	$ 0.0001
Class A Common Stock [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Founder share outstanding (in Shares)					6,385,000	6,385,000
Stock price (in Dollars per share)					$ 11.5	$ 11.5

Commitments and Contingencies (Details) - USD ($)		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 16, 2021	Sep. 30, 2021
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]
Shares issued		3,300,000

Stockholders’ Equity (Details) - $ / shares			9 Months Ended
Stockholders’ Equity (Details) - $ / shares	Mar. 16, 2021	Mar. 08, 2021	Sep. 30, 2021	Dec. 31, 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			540,000
Common stock, shares outstanding			540,000
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	$ 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
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

Warrants (Details)	9 Months Ended
Warrants (Details)	Sep. 30, 2021
Warrant [Abstract]
Warrants and rights outstanding description	The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
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 on a Recurring Basis (Details) $ in Millions	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value Disclosures [Abstract]
Private placement warrants	$ 0.1
Public warrants	6.9
Aggregate commitment	10.0
Fixed commitment amount	$ 10.0
Business combination percentage	82.00%

Fair Value Measurements on a Recurring Basis (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis	9 Months Ended
	Sep. 30, 2021 USD ($)
Assets:
Assets held in Trust Account U.S. - Treasury Securities	$ 250,011,440
Liabilities:
Warrant liability	7,023,500
FPS liability	2,000,816
Total Liabilities	9,024,316
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Assets held in Trust Account U.S. - Treasury Securities	250,011,440
Liabilities:
Warrant liability
FPS liability
Total Liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets held in Trust Account U.S. - Treasury Securities
Liabilities:
Warrant liability	7,023,500
FPS liability
Total Liabilities	7,023,500
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets held in Trust Account U.S. - Treasury Securities
Liabilities:
Warrant liability
FPS liability	2,000,816
Total Liabilities	$ 2,000,816

Fair Value Measurements on a Recurring Basis (Details) - Schedule of quantitative information in the fair value measurement of Warrants - Initial Measurement [Member]	Mar. 16, 2021 $ / shares
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Risk-free interest rate	1.05%
Expected term (years)	5 years
Expected volatility	17.50%
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 10
Dividend yield	0.00%

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability - USD ($)

3 Months Ended

Mar. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Public [Member]

$ 8,141,250

$ 6,937,500

$ 8,006,250

^[1]

(135,000)

(62,500)

(1,068,750)

Warrant Liability [Member]

8,006,250

6,875,000

^[2]

6,937,500

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items]

8,317,101

7,087,350

8,179,185

^[1]

(137,916)

(63,850)

(1,091,835)

Private Placement [Member]

8,179,185

7,023,500

^[2]

7,087,350

Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items]

175,851

149,850

172,935

^[1]

(2,916)

(1,350)

(23,085)

Fair Value Measurements on a Recurring Basis (Details) - Schedule of summary of the changes in the fair value of the FPS liability [Line Items]

$ 172,935

$ 148,500

^[2]

$ 149,850

[1]

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

[2]

Fair Value Measurements on a Recurring Basis (Details) - Schedule of summary of the changes in the fair value of the FPS liability - FPS Liability [Member] - USD ($)

3 Months Ended

Mar. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

$ 1,933,236

$ 2,102,896

$ 1,857,632

^[1]

(75,604)

(102,080)

245,264