10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                   

Commission File No. 001-40032

ECP Environmental Growth Opportunities Corp.

(Exact name of registrant as specified in its charter)

Delaware	85-3692788
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

40 Beechwood Road

Summit, New Jersey 07901

(Address of Principal Executive Offices, Zip Code)

(973) 671-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-quarter of one warrant	ENNVU	The NASDAQ Stock Market LLC
Class A common stock, par value $0.0001 per share	ENNV	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	ENNVW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of November 22, 2021, there were 34,500,000 shares of Class A common stock, $0.0001 par value, and 8,625,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

ECP Environmental Growth Opportunity Corp.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION		2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	2
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2021	4
	Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ECP Environmental Growth Opportunities Corp.

Condensed Consolidated Balance Sheets

	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Cash	$	133,154	$	24,980
Prepaid expenses		725,543		—
Total current assets		858,697		24,980
Deferred offering costs associated with public offering		—		369,379
Marketable securities held in Trust Account		345,026,384		—
Other assets		260,400		—
Total assets	$	346,145,481	$	394,359
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	195,396	$	100,187
Due to related party		399,702		—
Accrued expenses		1,355,257		269,192
Franchise tax payable		119,400		—
Total current liabilities		2,069,755		369,379
Warrant liabilities		12,312,430		—
Forward purchase agreement		100,000		—
Deferred underwriting commission		12,075,000		—
Total liabilities		26,557,185		369,379
Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 34,500,000    shares at $10.00 redemption value		345,000,000		—
Stockholders' (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued    and outstanding		—		—
Class A common stock, $0.0001 par value, 100,000,000 shares authorized; -0- shares    issued and outstanding (excluding 34,500,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000    shares issued and outstanding		863		863
Additional paid-in capital		1,362,100		24,137
Accumulated deficit		(26,774,667)		(20)
Total stockholders' (deficit) equity		(25,411,704)		24,980
Total liabilities and stockholders' (deficit) equity	$	346,145,481	$	394,359

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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ECP Environmental Growth Opportunities Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
General and administrative	$	1,484,290	$	2,837,151
Franchise tax expense		50,000		119,400
Loss from operations		(1,534,290)		(2,956,551)
Other Income (Expense)
Offering costs allocated to derivative liabilities		—		(750,743)
Offering costs on Founder Shares issued to related party		—		(1,249,759)
Interest and dividends earned on marketable securities held in Trust Account		4,440		26,384
Change in fair value of warrant liabilities		8,535,903		9,926,785
Change in fair value of forward purchase agreement		1,648,750		1,408,461
Net income	$	8,654,803	$	6,404,577
Weighted average shares outstanding of Class A redeemable common stock, basic and    diluted		34,500,000		29,318,681
Basic and diluted net earnings per share of redeemable common stock, Class A	$	0.20	$	0.17
Weighted average shares outstanding of Class B non-redeemable common stock,    basic and diluted		8,625,000		8,456,044
Basic and diluted net earnings per share of non-redeemable common stock, Class B	$	0.20	$	0.17

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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ECP Environmental Growth Opportunities Corp.

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

For the three and nine months ended September 30, 2021

(Unaudited)

	Common Stock				Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Class B
	Shares	_	Amount	_		-		_
Balance as of January 1, 2021	8,625,000		$     863		$         24,137		$                (20)		$             24,980
Excess cash received over fair value of Private      Placement Warrants	—		—		41,360		—		41,360
Accretion of Class A Common Stock to redemption      value (as restated)	—		—		(65,497)		(33,179,224)		(33,244,721)
Net income	—		—		—		8,028,639		8,028,639
Balance as of March 31, 2021 (as restated)	8,625,000		$     863		$               —		$  (25,150,605)		$    (25,149,742)
Share-based compensation, cash offering costs, and offering costs on Founder Shares issued to related party and directors (as restated)	—		—		2,647,500		—		2,647,500
Accretion of Class A Common Stock to redemption       value (as restated)	—		—		(1,285,400)		—		(1,285,400)
Net loss	—		—		—		(10,278,865)		(10,278,865)
Balance as of June 30, 2021 (as restated)	8,625,000		$     863		$   1,362,100		$  (35,429,470)		$    (34,066,507)
Net income	—		—		—		8,654,803		8,654,803
Balance as of September 30, 2021	8,625,000		$     863		$   1,362,100		$  (26,774,667)		$    (25,411,704)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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ECP Environmental Growth Opportunities Corp.

Condensed Consolidated Statement of Cash Flows

For the nine months ended September 30, 2021

(Unaudited)

Cash Flows from Operating Activities:
Net Income	$	6,404,577
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities and forward purchase agreement		(11,335,246)
Interest and dividends earned on marketable securities held in Trust Account		(26,384)
Offering costs allocated to derivative warrant liabilities		750,743
Share-based compensation and offering costs on Founder Shares issued to related party and directors		1,397,741
General and administrative expenses paid by related party		11,775
Changes in operating assets and liabilities
Prepaid expenses		(725,543)
Other assets		(260,400)
Accounts payable		180,397
Franchise tax payable		119,400
Accrued expenses		1,339,494
Net cash used in operating activities		(2,143,446)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)
Cash Flows from Financing Activities:
Repayment of Sponsor loan		(188,149)
Working capital loan from related party		399,702
Proceeds from Initial Public Offering, net of underwriters’ fees		338,100,000
Proceeds from Private Placement Warrants		9,400,000
Payment of other offering costs		(459,933)
Net cash provided by financing activities		347,251,620
Net increase in cash		108,174
Cash - beginning of period		24,980
Cash - end of period	$	133,154
Supplemental disclosure of noncash financing activities:
Deferred underwriting fees payable	$	12,075,000
Deferred offering costs included in accounts payable	$	14,999
Deferred offering costs included in accrued expenses	$	15,763
Deferred offering costs paid through promissory note – related party	$	(176,374)
Deferred offering costs in accrued offering costs and accounts payable at December 31, 2020	$	369,379
Offering costs associated with Founder Shares issued to related party included in APIC	$	2,457,259

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021

Note 1—Description of Organization and Business Operations

ECP Environmental Growth Opportunities Corp. (the “Company”) is a blank check company formed as a Delaware corporation on October 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”). ENNV Merger Sub, Inc. (“Merger Sub”) is a wholly owned subsidiary of the Company formed as a Delaware corporation on June 24, 2021.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end.

On February 11, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units”), including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $345,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company completed two private sales of an aggregate 6,266,667 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to ENNV Holdings, LLC (the “Sponsor”) and Goldman Sachs Asset Management, L.P. (“GSAM”), in its capacity as investment adviser on behalf of its clients (the “GSAM Client Accounts”), generating aggregate gross proceeds to the Company of $9,400,000, which is described in Note 4.

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs totaling $19,606,427 were allocated between stockholders’ equity ($18,855,685) and other expenses ($750,743) based on the fair value of warrant liabilities relative to the Initial Public Offering proceeds recognized in stockholders’ equity. During the quarter ended June 30, 2021, an additional $2.5 million in offering costs were recognized on Founder Shares issued to related party, as well as approximately $35,000 additional cash offering costs.

Following the closing of the Initial Public Offering on February 11, 2021, an amount of $345,000,000 ($10.00 per Unit) comprised of $338,100,000 of the proceeds from the Initial Public Offering, including $12,075,000 of the underwriters’ deferred discount, and $6,900,000 of the proceeds from the Private Placements were placed in a U.S.-based trust account at Morgan Stanley Smith Barney LLC maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the Initial Public Offering and the Private Placements held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law.

On July 18, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub, and Fast Radius, Inc., a Delaware corporation (“Fast Radius”), pursuant to which Merger Sub will merge with and into Fast Radius, with Fast Radius surviving such merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). At the closing of the Merger (the “Closing”), the Company will be renamed “Fast Radius, Inc.” The Business Combination is expected to be consummated in the fourth quarter of 2021, subject to the fulfillment of certain customary closing conditions.

Subject to the terms of the Merger Agreement, the aggregate merger consideration with respect to all holders of Fast Radius securities outstanding immediately prior to the Closing, which will be issued in the form of shares or equity awards relating to shares of Class A common stock, will equal 100,000,000 shares of Class A common stock at a deemed value of $10.00 per share (the “Aggregate Merger Consideration”).

The Aggregate Merger Consideration will be issued to holders of Fast Radius securities at the Closing in accordance with the Merger Agreement, except that the issuance to holders of Fast Radius capital stock and Vested RSUs (as defined in the Merger Agreement) of a portion of the Aggregate Merger Consideration in an amount equal to 10,000,000 shares of Class A common stock (the “Fast Radius Earn Out Shares”) will be subject to the satisfaction of certain price targets set forth in the Merger Agreement during the five-year period following the Closing (the “Earn Out Period”), which price targets will be based upon (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on The Nasdaq Capital Market (“NASDAQ”), or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with the occurrence of certain change of control events of the

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combined company following Closing specified in the Merger Agreement (any such event, an “Acquiror Sale”). In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Merger Agreement will terminate and no Fast Radius Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Fast Radius Earn Out Shares will be issuable in two equal tranches of 5,000,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively, and will be allocated among the applicable holders of Fast Radius capital stock and Vested RSUs on a pro rata basis in accordance with the Merger Agreement.

In connection with the Closing, the shares (the “Founder Shares”) of Class B common stock issued prior to the Company’s initial public offering that are held by the Sponsor, our independent directors and GSAM will automatically convert into shares of Class A common stock on a one-for-one basis (the “Converted Shares”). 10% of the Converted Shares held by the Sponsor (the “Sponsor Earn Out Shares”) will be subject to vesting upon the satisfaction of certain price targets set forth in the sponsor support agreement the Company entered into with the Sponsor and its independent directors concurrently with the execution of the Merger Agreement (the “Sponsor Support Agreement”) during the Earn Out Period, which price targets will be based upon the (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on NASDAQ, or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with an Acquiror Sale. In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the above that has not previously occurred, the applicable provisions of the Sponsor Support Agreement will terminate and no Sponsor Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Sponsor Earn Out Shares will vest in two equal tranches of 407,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively.

In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors, including the Sponsor (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 7,500,000 shares of Class A common stock (1,000,000 shares of which will be issued and sold to the Sponsor in its capacity as a PIPE Investor) for a purchase price of $10.00 per share, or an aggregate of $75,000,000, in a private placement (the “PIPE Investment”). The closing of the PIPE Investment will occur substantially concurrently with the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The shares of Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with 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 is not required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Upon the closing of the Initial Public Offering, an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, are held in a trust account (“Trust Account”) with the American Stock Transfer & Trust Company acting as trustee and invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, 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.

The Company will provide its 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 anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the

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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 transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide 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 without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but 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 its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case 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.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses).

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 should 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. 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 only $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 that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

As of September 30, 2021, the Company had $133,154 of cash outside of the Trust Account and a working capital deficit of $1,211,058.         

On July 30, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,500,000 to an affiliate of

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the Sponsor, which may be drawn down by the Company from time to time upon written notice to the lender. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2021, the $399,702 drawn against the Note has not been converted to warrants.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these consolidated financial statements were issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

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

Note 2—Restatement of Previously Issued Consolidated Financial Statements

In connection with the preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and when shares were sold pursuant to the exercise of the underwriters’ overallotment, it had improperly classified its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001, due to the NASDAQ’s minimum net tangible asset requirement. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment 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 Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has recorded a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Additionally, the condensed consolidated statements of operations has changes solely related to weighted average shares and earnings (loss) per share.

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

The impact of the restatement on the Company’s consolidated financial statements included in its Form 10-Q for the period ending June 30, 2021 as filed with the SEC on August 20, 2021, and Form 10-Q for the period ending March 31, 2021 as filed with the SEC on May 24, 2021 is reflected in the following table:

		As of June 30, 2021
		As Previously
Condensed Consolidated Balance Sheet		Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	305,933,489	$	39,066,511	$	345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value		391		(391)		—
Additional paid-in capital		10,278,770		(8,916,670)		1,362,100
Accumulated deficit		(5,280,021)		(30,149,451)		(35,429,470)
Total Stockholders' equity (deficit)	$	5,000,003	$	(39,066,512)	$	(34,066,507)

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		Three Months Ended June 30, 2021
		As Previously
Condensed Consolidated Statement of Operations		Reported		Adjustment		As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		31,475,333		3,024,667		34,500,000
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted		11,649,667		(11,649,667)		—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		—		8,625,000		8,625,000
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$	0.00	$	(0.24)	$	(0.24)
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$	(0.88)	$	0.88	$	0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$	0.00	$	(0.24)	$	(0.24)

		Six Months Ended June 30, 2021
		As Previously
Condensed Consolidated Statement of Operations		Reported		Adjustment		As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		31,177,650		(4,492,567)		26,685,083
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted		11,692,516		(11,692,516)		—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		—		8,370,166		8,370,166
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$	0.00	$	(0.06)	$	(0.06)
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$	(0.19)	$	0.19	$	0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$	0.00	$	(0.06)	$	(0.06)

	Three Months Ended June 30, 2021
Condensed Consolidated Statement of Changes in Stockholders' Deficit	As Previously Reported	Adjustment	As Restated
Offering costs	$          (35,641)	$           35,641	$                 —
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741	1,249,759	2,647,500
Change in value of common stock subject to possible redemption	8,916,760	(8,916,760)	—
Accretion of Class A Common Stock to redemption value	—	(1,285,400)	(1,285,400)

	Six Months Ended June 30, 2021
Condensed Consolidated Statement of Changes in Stockholders' Deficit	As Previously Reported		Adjustment		As Restated
Sale of Units in initial public offering, less fair value of public warrants	$332,119,425	$	(332,119,425)	$	—
Offering costs	(18,891,326)		18,891,326		—
Forward purchase agreement	(1,508,461)		1,508,461		—
Common stock subject to possible redemption	(314,850,250)		314,850,250		—
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741		1,249,759		2,647,500
Change in value of common stock subject to possible redemption	8,916,760		(8,916,760)		—
Accretion of Class A Common Stock to redemption value	—		(34,530,121)		(34,530,121)

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				As of March 31, 2021
				As Previously
Condensed Balance Sheet				Reported				Adjustment				As Restated
Common stock subject to possible redemption		$		314,850,250		$		30,149,750		$		345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value				301				(301)				—
Retained earnings (Accumulated deficit)				4,998,844				(30,149,449)				(25,150,605)
Total Stockholders' equity (deficit)		$		5,000,008		$		(30,149,750)		$		(25,149,742)
			Three Months Ended March 31, 2021
			As Previously
Condensed Statement of Operations			Reported				Adjustment				As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted			30,625,007				(11,841,674)				18,783,333
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted			10,754,314				(10,754,314)				—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted			—				8,112,500				8,112,500
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$		0.00		$		0.30		$		0.30
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$		0.74		$		(0.74)		$		0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$		0.00		$		0.30		$		0.30

	Three Months Ended March 31, 2021
Condensed Statement of Changes in Stockholders' Deficit	As Previously Reported		Adjustment		As Restated
Sale of Units in initial public offering, less fair value of public warrants	$  332,119,425	$	(332,119,425)	$	—
Offering costs	(18,855,685)		18,855,685		—
Forward purchase agreement	(1,508,461)		1,508,461		—
Common stock subject to possible redemption	(314,850,250)		314,850,250		—
Accretion of Class A Common Stock to redemption value	—		(33,244,721)		(33,244,721)

		As of February 11, 2021
		As Previously
Condensed Balance Sheet		Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	306,070,895	$	38,929,105	$	345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value		389		(389)		—
Additional paid-in capital		5,749,492		(5,749,492)		—
Retained earnings (Accumulated deficit)		(750,742)		(33,179,224)		(33,929,966)
Total Stockholders' equity (deficit)	$	5,000,002	$	(38,929,105)	$	(33,929,103)

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals and recurring adjustments) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 10, 2021 and Form 10-Q filed with the SEC on May 24, 2021.

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Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant intercompany transactions and balances have been eliminated in consolidation.

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 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 condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $133,154 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021.

Derivative Financial Instruments

The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A common stock. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option.

Cash and Marketable Securities Held in Trust Account

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

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as

12

temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. From the period beginning January 1, 2021 through September 30, 2021, the Company recorded accretion of Class A common stock to the redemption value in the amount of $34,530,121.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

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

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

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

As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. The fair values of Forward Purchase Agreement and Private Placement Warrants have been estimated using the trading price of the Public Warrants. Public Warrants are valued based on quoted price in active markets. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants and Forward Purchase Agreement.

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs were allocated using the relative fair values of the company common stock and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Company's common stock were charged to temporary equity.    

Earnings Per Share of Common Stock

Earnings per share of common stock is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial

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Public Offering, private placement to purchase Class A common stock, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive.

At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

A reconciliation of the earnings per share is below:

	For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021
Numerator: Earnings allocable to Redeemable Class A Common    Stock
Net Earnings allocable to Redeemable Class A Common Stock	$	6,923,842	$	4,970,883
Denominator: Weighted Average Share Outstanding, Redeemable    Class A Common Stock
Basic and diluted weighted average shares outstanding,    Redeemable Class A		34,500,000		29,318,681
Basic and diluted net earnings per share, Redeemable Class A	$	0.20	$	0.17
Non-Redeemable Class B Common Stock
Numerator: Net Income allocable to Non-Redeemable Net Earnings
Net Income allocable to Non-Redeemable Class B    Common Stock	$	1,730,961	$	1,433,694
Denominator: Weighted Average Non-Redeemable    Class B Common Stock
Basic and diluted weighted average shares outstanding,    Non-Redeemable Class B		8,625,000		8,456,044
Basic and diluted net earnings per share, Non-Redeemable Class B	$	0.20	$	0.17

Income Taxes

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

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require only separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

Note 4—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units at a purchase price of $10.00 per Unit, including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Simultaneously with the closing of the Initial Public Offering, the Company completed two private sales of an aggregate 6,266,667 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, to the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, generating aggregate gross proceeds to the Company of $9,400,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor and GSAM have agreed not to transfer, assign, or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. So long as the Private Placement Warrants are held by the Sponsor, GSAM, the GSAM Client Accounts or their permitted transferees, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

Note 5—Related Party Transactions

Founder Shares

On December 8, 2020, the Sponsor paid an aggregate of $25,000 in exchange for the issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). On December 23, 2020, the Company effected a 6-for-5 reverse stock split with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. On January 26, 2021, the Company effectuated a 5-for-6 split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. All share and per-share amounts have been restated to reflect the stock split, as reflected in the Company’s audited financial statements as of December 31, 2020. In January 2021, the Sponsor transferred 35,000 Founder Shares to each of Tracy McKibben, Kathryn E. Coffey, Richard Burke and David Lockwood, our independent director nominees, at their original issue price. The Company has recognized this transfer as a compensation expense in accordance with SEC Staff Accounting Bulletin 5T and ASC Topic 718 Compensation – Stock Compensation. Under the agreement, the recipients’ shares must be returned to the Sponsor if the recipients do not become directors of the Company at the time of the Company’s Initial Public Offering, is removed from office as a director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company. The vesting condition under ASC Topic 718 Compensation – Stock Compensation is the completion of the business combination. The fair value of the Founder Shares issued in this arrangement was determined using the price of the Company’s Class A common stock and the probability of the success of the Business Combination.

The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares is not exercised in full by the underwriters. As the underwriters’ option to purchase additional shares was exercised in full, forfeiture of Founder Shares did not occur.

The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial Business Combination that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the last reported sale price of common stock shares 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, the Founder Shares will be released from the lock-up.

Working Capital Loans

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In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans” or “Note”). On July 30, 2021, the Company issued an unsecured promissory note in the principal amount of $1,500,000 to an affiliate of the Sponsor, which may be drawn down by the Company from time to time upon written notice to the lender. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.50. The conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815.  However, the exercise price of the underlying warrants was greater than the warrant fair value as of September 30, 2021, and when the Note was drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option.

The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.  

As of September 30, 2021, there was a balance of $399,702 under this loan.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company expensed $30,000 and $77,143 in monthly administrative support services, respectively, with $10,000 and $0 of these expenses included in accrued expenses as of September 30, 2021 and December 31, 2020, respectively.

Due to Related Party

On January 26, 2021, the Company entered into a promissory note pursuant to which Energy Capital Partners Management, LP (“ECP”) agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The promissory note was repaid in full upon the Initial Public Offering. 

Note 6—Commitments & Contingencies

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Warrants, and Working Capital Warrants that may be issued upon conversion of the amounts due under the Note at the time the Company consummates a Business Combination (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

In the event of any delay in filing and/or effectiveness of the registration statement required pursuant to the registration and stockholder rights agreement, or after the effective date, such registration statement ceases for any reason to remain continuously effective (each, a “Registration Default”), the holders will be entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each registration default and 2% per month that such registration default continues to exist, as more fully described in the registration and stockholder rights agreement.

Underwriting Agreement

The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 4,500,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. On the date of the Initial Public Offering, the underwriters exercised the over-allotment option in full, purchasing 4,500,000 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

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Forward Purchase Agreement

On January 24, 2021, the Company entered into a Forward Purchase Agreement with GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, as amended by the First Amendment to Forward Purchase Agreement, dated as of January 31, 2021 (as so amended, the “Forward Purchase Agreement”), pursuant to which the GSAM Client Accounts committed to purchase an aggregate of up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of the Company’s Class A common stock (the “Forward Purchase Shares”) and one-quarter of one warrant (the “Forward Purchase Warrants”), for $10.00 per Forward Purchase Unit, or an aggregate maximum amount of $50,000,000, in a private placement to close simultaneously with the closing of the Company’s initial Business Combination. Each whole Forward Purchase Warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share. The Forward Purchase Warrants will have the same terms as the Public Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Units may be used to fund the purchase price of the Business Combination or for the working capital needs of the post-transaction company. The Forward Purchase Agreement is independent of the percentage of stockholders electing to redeem their public shares and may provide the Company with an increased minimum funding level for the initial Business Combination. On February 11, 2021, the Sponsor transferred 345,000 Founder Shares to GSAM in connection with their commitments on the Forward Purchase Agreement and the Private Placement Warrants. The Company has recognized part of this transfer as an offering cost related to a fair value instrument ($1.25 million) and the remainder as a reduction of temporary equity ($1.2 million) during the nine months ended September 30, 2021. The Founder Shares transferred were valued by reference to the fair values of the Class A common stock and the probability of the success of the Business Combination. Pursuant to the terms of the Forward Purchase Agreement, GSAM agreed to forfeit and return to the Sponsor (i) 172,500 Founder Shares if GSAM did not purchase at least 2,500,000 Forward Purchase Units pursuant to the Forward Purchase Agreement and (ii) 172,500 Founder Shares if, at the time GSAM provided or withheld its consent to the Company’s initial Business Combination, GSAM owned a number of shares of Class A common stock less than the number of public shares it purchased at closing of the Company’s Initial Public Offering. Founder Shares linked to the purchase of 2,500,000 Forward Purchase Units were expensed due to being linked to a liability classified instrument. Founder Shares related to GSAM holding and voting the shares until the initial Business Combination are linked to Units (as described in Note 4 above) purchased in the Initial Public Offering and, as such, the associated costs were allocated between the Company’s common stock and Public Warrants contained in the Units based on the respective fair values. Costs allocated to the Company’s stock were deferred and recorded as a reduction to temporary equity, while the costs allocated to Public Warrants were expensed.  

Concurrently with the execution of the Merger Agreement on July 18, 2021, the Company, the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, entered into a side letter (the “Side Letter”) to the Forward Purchase Agreement, pursuant to which GSAM irrevocably consented to purchase from the Company, and the Company agreed to issue and sell to GSAM, 2,500,000 Forward Purchase Units at a price of $10.00 per Forward Purchase Unit, or an aggregate of $25,000,000, in a private placement to be consummated substantially concurrently with the consummation of the Business Combination. The Company and the Sponsor also waived GSAM’s potential obligation to forfeit shares of Class B common stock under the circumstances contemplated by the Forward Purchase Agreement in connection with the Closing. If the Business Combination does not occur, the Side Letter will automatically terminate and the original terms of the Forward Purchase Agreement will apply.

Note 7—Warrant Liabilities

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. 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 Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price

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

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

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: When the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: When the warrants become exercisable, the Company may redeem the outstanding warrants:

• in whole and not in part;

•   upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; and

• if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders; and

• if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In no event will the Company be required to net cash settle any warrant. 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.

Forward Purchase Warrants have the same terms as the Public Warrants, except the Forward Purchase Warrants will be subject to transfer

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restrictions and certain registration rights.

The company accounts for the Public Warrants, Private Placement Warrants and Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant and forward purchase unit that includes a warrant must be recorded as a liability.

Note 8—Stockholders’ Deficit

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

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding subject to possible redemption.    

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 23, 2020, the Company effected a 6-for-5 reverse stock split with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. On January 26, 2021, the Company effectuated a 5-for-6 split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. On September 30, 2021, 8,625,000 shares of Class B common stock were issued and outstanding. All share and per-share amounts have been restated to reflect the stock split, as reflected in the Company’s audited financial statements as of December 31, 2020.

Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to the initial Business Combination, and such rights may only be amended by a resolution passed by the holders of a majority of Class B common stock. On all other matters submitted to a vote of the Company’s stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law or the applicable rules of the NASDAQ Capital Market (“NASDAQ”), then in effect. For so long as shares of Class B common stock remain outstanding, the Company may not amend, alter, or repeal any provision of its amended and restated certificate of incorporation in any manner that would alter or change the powers, preferences, or relative participating, optional or other special rights of the Class B common stock without the prior written consent of the holders of a majority of the shares of Class B common stock then outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amount issued in this offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted 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 aggregate number of all shares of common stock outstanding upon the completion of this offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, any shares or equity-linked securities issued (or to be issued), and any private placement warrants issued.

Note 9—Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

	Description	Level		Fair Value
September 30, 2021	Marketable securities		1	$	345,026,384

The Warrants and Forward Purchase Agreement are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants and Forward Purchase Agreement are recorded in the statement of operations each period.

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	7,131,150	$	—	$	—	$	7,131,150
Private Placement Warrants		—		5,181,280		—		5,181,280
Forward Purchase Agreement		—		—		100,000		100,000
Total liabilities	$	7,131,150	$	5,181,280	$	100,000	$	12,412,430

On April 1, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the

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Prospectus filed February 10, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of September 30, 2021, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. At September 30, 2021, Forward Purchase Units were valued equal to the difference between the current public trading price and the purchase price, as the Forward Purchase Agreement requires the purchase of units for $10 upon a completion of the Business Combination. The Company previously valued the Forward Purchase Agreement based on the trading price of the Public Warrants, which was considered Level 2 as there was an exercise option prior to the issuance of the Side Letter. As such, the Company transferred the Forward Purchase Agreement from a Level 2 to a Level 3 liability, due to the use of the updated valuation method discussed above which includes a significant unobservable input, and factoring in assumption of the closing of the Business Combination.

Outside of the transfer of the Forward Purchase Agreement from Level 2 to Level 3, there were no transfers between Levels 1, 2, and 3 during the three months ended September 30, 2021.

The following table presents a summary of the changes in the fair value of the Derivative Liabilities:

	Public Warrant		Private Warrant		Forward purchase
	Liability		Liability		Agreement		Total
Fair value, February 11, 2021	$	12,880,575	$	9,358,640	$	1,508,461	$	23,747,676
Recognized gain on change in fair value		4,953,337		3,598,947		503,029		9,055,313
Fair value, March 31, 2021	$	7,927,238	$	5,759,693	$	1,005,432	$	14,692,363
Recognized loss on change in fair value		(4,147,762)		(3,013,640)		(743,318)		(7,904,720)
Fair value, June 30, 2021	$	12,075,000	$	8,773,333	$	1,748,750	$	22,597,083
Recognized gain on change in fair value		4,943,850		3,592,053		1,648,750		10,184,653
Fair value, September 30, 2021	$	7,131,150	$	5,181,280	$	100,000	$	12,412,430

Note 10—Subsequent events

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

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to ECP Environmental Growth Opportunities Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to ENNV Holdings, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC on February 10, 2021. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation on October 29, 2020 and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering, the sale of the private placement warrants and the Forward Purchase Units (as defined herein), our capital stock, debt or a combination of cash, stock, and debt.

Proposed Business Combination

Merger Agreement

On July 18, 2021, the Company entered into the Merger Agreement by and among the Company, Merger Sub, and Fast Radius, pursuant to which Merger Sub will merge with and into Fast Radius, with Fast Radius surviving such merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). At the Closing, the Company will be renamed “Fast Radius, Inc.” The Business Combination is expected to be consummated in the fourth quarter of 2021, subject to the fulfillment of certain customary closing conditions.

Subject to the terms of the Merger Agreement, the aggregate merger consideration with respect to all holders of Fast Radius securities outstanding immediately prior to the Closing, which will be issued in the form of shares or equity awards relating to shares of Class A common stock, will equal 100,000,000 shares of Class A common stock at a deemed value of $10.00 per share (the “Aggregate Merger Consideration”).

The Aggregate Merger Consideration will be issued to holders of Fast Radius securities at the Closing in accordance with the Merger Agreement, except that the issuance to holders of Fast Radius capital stock and Vested RSUs (as defined in the Merger Agreement) of a portion of the Aggregate Merger Consideration in an amount equal to 10,000,000 shares of Class A common stock (the “Fast Radius Earn Out Shares”) will be subject to the satisfaction of certain price targets set forth in the Merger Agreement during the five-year period following the Closing (the “Earn Out Period”), which price targets will be based upon (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on The Nasdaq Capital Market (“NASDAQ”), or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with the occurrence of certain change of control events of the combined company following Closing specified in the Merger Agreement (any such event, an “Acquiror Sale”). In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Merger Agreement will terminate and no Fast Radius Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Fast Radius Earn Out Shares will be issuable in two equal tranches of 5,000,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively, and will be allocated among the applicable

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holders of Fast Radius capital stock and Vested RSUs on a pro rata basis in accordance with the Merger Agreement.

In connection with the Closing, the shares (the “Founder Shares”) of Class B common stock issued prior to the Company’s Initial Public Offering that are held by the Sponsor, our independent directors and GSAM will automatically convert into shares of Class A common stock on a one-for-one basis (the “Converted Shares”). 10% of the Converted Shares held by the Sponsor (the “Sponsor Earn Out Shares”) will be subject to vesting upon the satisfaction of certain price targets set forth in the sponsor support agreement the Company entered into with the Sponsor and its independent directors concurrently with the execution of the Merger Agreement (the “Sponsor Support Agreement”) during the Earn Out Period, which price targets will be based upon the (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on NASDAQ, or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with an Acquiror Sale. In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the above that has not previously occurred, the applicable provisions of the Sponsor Support Agreement will terminate and no Sponsor Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Sponsor Earn Out Shares will vest in two equal tranches of 407,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively.

Private Placements

In connection with the execution of the Merger Agreement, the Company entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 7,500,000 shares of Class A common stock (1,000,000 shares of which will be issued and sold to the Sponsor in its capacity as a PIPE Investor) for a purchase price of $10.00 per share, or an aggregate of $75,000,000, in the PIPE Investment. The closing of the PIPE Investment will occur substantially concurrently with the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The shares of Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act.

Concurrently with the execution of the Merger Agreement, the Company, the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, entered into the Side Letter to the Forward Purchase Agreement, pursuant to which GSAM irrevocably consented to purchase from the Company, and the Company agreed to issue and sell to GSAM, 2,500,000 Forward Purchase Units, each consisting of the Forward Purchase Shares and the Forward Purchase Warrants, at a price of $10.00 per Forward Purchase Unit, or an aggregate of $25,000,000, in a private placement to be consummated substantially concurrently with the consummation of the Business Combination. Each whole Forward Purchase Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. The Company and the Sponsor also waived GSAM’s potential obligation to forfeit shares of Class B common stock under the circumstances contemplated by the Forward Purchase Agreement in connection with the Closing.

Amended and Restated Registration Rights Agreement

Concurrently with the execution of the Merger Agreement, the Company, the Sponsor, and certain stockholders of the Company and Fast Radius named therein entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which became effective upon the execution of the Merger Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to file a shelf registration statement with respect to the registrable securities thereunder within 30 days of the Closing. The Company will thereafter be required to maintain a registration statement that is continuously effective and to cause the registration statement to regain effectiveness in the event that it ceases to be effective. At any time that the registration statement is effective, any holder signatory to the Registration Rights Agreement may request to sell all or a portion of its securities that are registrable in an underwritten offering pursuant to the registration statement. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by the Company. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Sponsor, the Company’s directors and officers and certain stockholders of Fast Radius have, subject to limited exceptions, agreed to a lock-up on their respective shares of Class A common stock following consummation of the Business Combination, pursuant to which such parties will not transfer shares of Class A common stock held by such parties for 180 days following the Closing. The Sponsor has also agreed to a lock-up on the warrants to purchase shares of Class A common stock at a price of $11.50 per share that it acquired in a private placement in connection with the Company’s Initial Public Offering, pursuant to which the Sponsor will not transfer such warrants for 30 days following the Closing.

Company Support Agreement

Concurrently with the execution of the Merger Agreement, certain stockholders of Fast Radius who, in the aggregate hold a majority of the outstanding shares of capital stock of Fast Radius on a fully diluted basis, entered into a company support agreement (the

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“Company Support Agreement”) with Fast Radius and the Company pursuant to which such stockholders agreed to, on (or effective as of) the second business day following the date on which a registration statement on Form S-4 (the “Registration Statement”) is declared effective under the Securities Act, execute and deliver a written consent to adopt the Merger Agreement, the documents contemplated by the Merger Agreement and the transactions contemplated by the Merger Agreement and to waive appraisal rights in connection with the Merger. In addition, such stockholders agreed, in the event of an annual or special meeting of Fast Radius stockholders for purposes of approving the Business Combination, to (i) appear or cause their shares to be counted present for quorum purposes, (ii) vote in favor of or consent to the Merger and any other matter included on the agenda for such meeting of Fast Radius’ stockholders relating to the Business Combination, (iii) vote (or execute an action by written consent with respect thereto) against any proposal that would reasonably be expected to impede the Business Combination and (iv) vote in favor of or consent to the Business Combination in any other circumstance so required for completion of the Business Combination. Each such stockholder also granted an irrevocable proxy to the Company’s Chief Executive Officer to act for and on such stockholder’s behalf, and in such stockholder’s name, place and stead, in the event that such stockholder fails to comply in any material respect with his, her or its obligations under the Company Support Agreement in a timely manner, to vote such stockholder’s shares and grant all written consents with respect thereto and to represent such shareholder in any stockholder meeting held for the purpose of voting on the Business Combination.

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, the Sponsor and the Company’s directors and officers entered into the Sponsor Support Agreement with the Company and Fast Radius, pursuant to which the Sponsor and the Company’s directors and officers agreed, at any special meeting of the Company’s stockholders for purposes of approving the Business Combination, to (i) appear or cause their shares to be counted present for quorum purposes, (ii) vote in favor of or consent to the Merger and any other matter included on the agenda for the special meeting of the Company’s stockholders relating to the Business Combination, (iii) vote (or execute an action by written consent with respect thereto) against any proposal that would reasonably be expected to impede the Business Combination and (iv) vote in favor of or consent to the Business Combination in any other circumstance so required for completion of the Business Combination. The Sponsor and the Company’s directors and officers also agreed not to redeem any shares of Class A common stock owned by such persons in connection with the approval of the Business Combination by the Company’s stockholders.

At the Closing, all of the Founder Shares will convert into shares of Class A common stock in accordance with the terms of the Company’s amended and restated certificate of incorporation. Pursuant to the Sponsor Support Agreement, at the Closing, 90% of such Converted Shares will automatically vest. The Sponsor Earn Out Shares will be subject to vesting, for the duration of the Earn Out Period, in two equal tranches, upon the satisfaction of certain price targets set forth in the Sponsor Support Agreement, which price targets will be based upon the (i) daily volume-weighted average sale price of shares of Class A common stock quoted on NASDAQ, or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with an Acquiror Sale. In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Sponsor Support Agreement will terminate and no Sponsor Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. Upon the expiration of the Earn Out Period, any unvested Sponsor Earn Out Shares will be forfeited to the Company without consideration.

Results of Operations

We have neither engaged in any operations (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our only activities from October 29, 2020 (inception) through September 30, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering and the Business Combination, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering and placed in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses.

For the three and nine months ended September 30, 2021, we had a net operating loss of $1,534,290 and $2,956,551, respectively, which consists of general and administrative expenses and franchise tax expense.

Liquidity and Capital Resources

As of September 30, 2021, we had cash of $133,154 outside of the Trust Account and working capital deficiency of $1,211,058. Until the consummation of the Initial Public Offering, our only sources of liquidity were an initial purchase of common stock by the Sponsor and a loan from an affiliate of our Sponsor. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, formation and offering costs paid by the Sponsor on the Company’s behalf in an aggregate amount of $188,149, which were repaid from the remaining net proceeds from the Initial Public Offering and Private Placement, and proceeds of $399,702 against the Working Capital Loan.

On February 11, 2021, we consummated the Initial Public Offering of 34,500,000 Units at a price of $10.00 per Unit, including 4,500,000

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Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments, generating gross proceeds of $345,000,000. Simultaneously with the closing of the Initial Public Offering, we completed two private sales of an aggregate of 6,266,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, generating gross proceeds of $9,400,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $345,000,000 was placed in the Trust Account and we had $1,991,625 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, available for working capital purposes. We paid a total of $6,900,000 in underwriting discounts and commissions and $667,070 for other cash offering costs related to the Initial Public Offering. There were no additional offering costs incurred during the three months ended September 30, 2021. In addition, the underwriters agreed to defer $12,075,000 in underwriting discounts and commissions.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

On July 30, 2021, the Company issued an unsecured promissory note in the principal amount of $1,500,000 to an affiliate of the Sponsor, which may be drawn down by the Company from time to time upon written notice to the lender. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.50. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2021, the Company had borrowed approximately $399,702 under the Note.

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

In connection with the execution of the Merger Agreement, the Company entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 7,500,000 shares of Class A common stock (1,000,000 shares of which will be issued and sold to the Sponsor in its capacity as a PIPE Investor) for a purchase price of $10.00 per share, or an aggregate of $75,000,000, in the PIPE Investment. The closing of the PIPE Investment will occur substantially concurrently with the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The shares of Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act.

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On January 24, 2021, we entered into a Forward Purchase Agreement with GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, as amended by the First Amendment to Forward Purchase Agreement, dated as of January 31, 2021, pursuant to which the GSAM Client Accounts committed to purchase an aggregate of up to 5,000,000 Forward Purchase Units, consisting of the Forward Purchase Shares and the Forward Purchase Warrants, for $10.00 per Forward Purchase Unit, or an aggregate maximum amount of $50,000,000, in a private placement that will close simultaneously with the closing of our initial Business Combination. Each whole Forward Purchase Warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share. The Forward Purchase Warrants will have the same terms as the public warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Units may be used to fund the purchase price of the Business Combination or for the working capital needs of the post-transaction company. The Forward Purchase Agreement is independent of the percentage of stockholders electing to redeem their public shares and may provide us with an increased minimum funding level for the initial Business Combination.

Concurrently with the execution of the Merger Agreement, the Company, the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, entered into the Side Letter, pursuant to which GSAM irrevocably consented to purchase from the Company, and the Company agreed to issue and sell to GSAM, 2,500,000 Forward Purchase Units at a price of $10.00 per Forward Purchase Unit, or an aggregate of $25,000,000, in a private placement to be consummated substantially concurrently with the consummation of the Business Combination. The Company and the Sponsor also waived GSAM’s potential obligation to forfeit shares of Class B common stock under the circumstances contemplated by the Forward Purchase Agreement in connection with the Closing.

Critical Accounting Policies

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. We have identified the following critical accounting policies effecting our financial statements:

Warrant Liabilities and Forward Purchase Agreement

We account for the Warrants and Forward Purchase Agreement as either equity-classified or liability-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and Forward Purchase Agreement are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants and Forward Purchase Agreement meet all of the requirements for equity classification under ASC 815, including whether the Warrants and Forward Purchase Agreement are indexed to our own shares of Class A common stock and whether the holders of Warrants and Forward Purchase Units could potentially require “net cash settlement” in a circumstance outside of our 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 Forward Purchase Agreement and as of each subsequent quarterly period end date while the Warrants and Forward Purchase Agreement are outstanding. For issued or modified Warrants and Forward Purchase Agreement that meet all of the criteria for equity classification, such Warrants and Forward Purchase Agreement are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants and Forward Purchase Agreement that do not meet all the criteria for equity classification, such Warrants and Forward Purchase Agreement are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified Warrants and Forward Purchase Agreement are recognized as a non-cash gain or loss on the statements of operations.

We account for the Warrants and Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40 under which the Warrants and Forward Purchase Agreement do not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, we classify the Warrants and Forward Purchase Agreement as liabilities at their fair value and adjust the Warrants and Forward Purchase Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed consolidated statement of operations. See Note 7 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 6 for further discussion of the methodology used to determine the value of the liabilities.  

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

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subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets. From the period beginning January 1, 2021 through September 30, 2021, the Company recorded accretion of Class A common stock to the redemption value in the amount of $34,530,121.

Earnings per Share

Net income per share is computed by dividing net income applicable to common stockholders by the weighted average number of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method.

At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs were allocated using the relative fair values of the company common stock and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Company's common stock were recognized a reduction to temporary equity.

Recent accounting standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require only separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2021, we were not subject to any material market or interest rate risk. The net proceeds from our Initial Public Offering held in the Trust Account have been invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon their evaluation, our management, including our principal executive officer and principal financial and accounting officer, concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2021, due to ability to apply the nuances of the complex accounting standards relating to financial instruments that apply to our financial statements and preparation of financial statements in accordance with GAAP, which resulted in the material weakness in our internal control over financial reporting described below in “Changes in Internal Control Over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cashflows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

In light of this material weakness, the Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. Specifically, we have expanded and improved our review process for complex securities and related accounting standards, including enhancing access to accounting literature and improving identification of third-party professionals with whom to consult regarding complex accounting applications. Other than as described herein, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus filed with the SEC on February 10, 2021 and our quarterly report on Form 10-Q filed with the SEC on May 24, 2021 (“Q1 10-Q”). Except as set forth below, as of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus or Q1 10-Q filed with the SEC.

In connection with the recent restatements of our financial statements, our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2021 due to a material weakness in internal control over financial reporting related to our ability to apply the nuances of the complex accounting standards that apply to our financial statements and preparation of financial statements in accordance with GAAP. If we are unable to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and financial results.

After consultation with our management team, our management and our audit committee concluded that it was appropriate to restate our previously issued consolidated financial statements as described in Note 2 to the financial statements included in this report. As part of such process, we identified a material weakness in our internal control over financial reporting, related to our ability to apply the nuances of the complex accounting standards that apply to our financial statements and preparation of financial statements in accordance with GAAP.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We expect to take steps to remediate the material weakness, but there is no assurance that any remediation efforts will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 11, 2021, we consummated the Initial Public Offering of 34,500,000 Units, including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units sold were sold at an offering price of $10.00 per unit, generating total gross proceeds of $345,000,000. Barclays Capital Inc., Morgan Stanley & Co. LLC and BMO Capital Markets Corp. acted as bookrunners. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252172). The Securities and Exchange Commission declared the registration statement effective on February 8, 2021.

Simultaneous with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the private placement of an aggregate of 6,266,667 warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,400,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Warrants, $345,000,000 was placed in the Trust Account.

We paid a total of $6,900,000 in underwriting discounts and commissions and $667,070 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $12,075,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6.Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
2.1+	Agreement and Plan of Merger, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Merger Sub, Inc. and Fast Radius, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on July 19, 2021).
10.1	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on July 19, 2021).
10.2	Side Letter to Forward Purchase Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on July 19, 2021).
10.3	Amended and Restated Registration Rights Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., ENNV Holdings, LLC and certain stockholders of ECP Environmental Growth Opportunities Corp. and Fast Radius, Inc. named therein (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on July 19, 2021).
10.4+	Company Support Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., Fast Radius, Inc. and certain stockholders of Fast Radius, Inc. named therein (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on July 19, 2021).
10.5+	Sponsor Support Agreement, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., its officers and directors and ENNV Holdings, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on July 19, 2021).
10.6	Promissory Note, dated July 30, 2021, issued by ECP Environmental Growth Opportunities Corp. to Energy Capital Partners Management, LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40032) filed on August 2, 2021).
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished.

+ Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). ENNV agrees to furnish, on a supplemental basis, a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP.
Date: November 22, 2021	By:	/s/ Tyler Reeder
	Name:	Tyler Reeder
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)
Date: November 22, 2021	By:	/s/ Drew Brown
	Name:	Drew Brown
	Title:	Executive Vice President and Chief Financial Officer
		(Principal Accounting and Financial Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANTTORULE13A-14(A)UNDERTHESECURITIESEXCHANGEACTOF1934,
ASADOPTEDPURSUANTTOSECTION302OFTHESARBANES-OXLEYACTOF2002

I, Tyler Reeder, certify that:

1. IhavereviewedthisquarterlyreportonForm10-QofECP Environmental Growth Opportunities Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthefinancialcondition,resultsofoperationsandcashflowsoftheregistrantasof,andfor,theperiodspresentedinthisreport;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedinExchangeActRules13a-15(e)and15d-15(e))fortheregistrantandhave:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;and

b) (ParagraphomittedpursuanttoSECReleaseNos.33-8238/34-47986and33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,orisreasonablylikelytomateriallyaffect,theregistrant’sinternalcontroloverfinancialreporting;and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

Date: November 22, 2021
	/s/ Tyler Reeder
	Tyler Reeder
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANTTORULE13A-14(A)UNDERTHESECURITIESEXCHANGEACTOF1934,
ASADOPTEDPURSUANTTOSECTION302OFTHESARBANES-OXLEYACTOF2002

I, Drew Brown, certify that:

1. IhavereviewedthisquarterlyreportonForm10-QofECP Environmental Growth Opportunities Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthefinancialcondition,resultsofoperationsandcashflowsoftheregistrantasof,andfor,theperiodspresentedinthisreport;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedinExchangeActRules13a-15(e)and15d-15(e))fortheregistrantandhave:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;and

b) (ParagraphomittedpursuanttoSECReleaseNos.33-8238/34-47986and33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,orisreasonablylikelytomateriallyaffect,theregistrant’sinternalcontroloverfinancialreporting;and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

Date: November 22, 2021
	/s/ Drew Brown
	Drew Brown
	Executive Vice President and Chief Financial Officer
	(Principal Accounting and Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION906OFTHESARBANES-OXLEYACTOF2002

In connection with the Quarterly Report of ECP Environmental Growth Opportunities Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Tyler Reeder, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. TheReportfullycomplieswiththerequirementsofSection13(a)or15(d)oftheSecuritiesExchangeActof1934;and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by theReport.

Dated: November 22, 2021
	/s/ Tyler Reeder
	Tyler Reeder
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION906OFTHESARBANES-OXLEYACTOF2002

In connection with the Quarterly Report of ECP Environmental Growth Opportunities Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Drew Brown, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. TheReportfullycomplieswiththerequirementsofSection13(a)or15(d)oftheSecuritiesExchangeActof1934;and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by theReport.

Dated: November 22, 2021
	/s/ Drew Brown
	Drew Brown
	Executive Vice President and Chief Financial Officer
	(Principal Accounting and Financial Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 22, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Entity Registrant Name	ECP Environmental Growth Opportunities Corp.
Entity Central Index Key	0001832351
Entity Tax Identification Number	85-3692788
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-40032
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	40 Beechwood Road
Entity Address, City or Town	Summit
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07901
City Area Code	973
Local Phone Number	671-6100
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ENNV
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-quarter of one warrant
Trading Symbol	ENNVU
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ENNVW
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Cash	$ 133,154	$ 24,980
Prepaid expenses	725,543
Total current assets	858,697	24,980
Deferred offering costs associated with public offering		369,379
Marketable securities held in Trust Account	345,026,384
Other assets	260,400
Total assets	346,145,481	394,359
Current liabilities:
Accounts payable	195,396	100,187
Due to related party	399,702
Accrued expenses	1,355,257	269,192
Franchise tax payable	119,400
Total current liabilities	2,069,755	369,379
Warrant liabilities	12,312,430
Forward purchase agreement	100,000
Deferred underwriting commission	12,075,000
Total liabilities	26,557,185	369,379
Commitments and Contingencies (Note 6)
Stockholders' (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	1,362,100	24,137
Accumulated deficit	(26,774,667)	(20)
Total stockholders' (deficit) equity	(25,411,704)	24,980
Total liabilities and stockholders' (deficit) equity	346,145,481	394,359
Class A Common Stock
Current liabilities:
Class A common stock, $0.0001 par value, subject to possible redemption; 34,500,000 shares at $10.00 redemption value	345,000,000
Class B Common Stock
Stockholders' (Deficit) Equity:
Common Stock, Value	$ 863	$ 863

XML

Condensed Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2021 $ / shares shares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock subject to possible redemption	34,500,000
Common stock subject to possible redemption, Par value | $ / shares	$ 0.0001
Common stock subject to possible redemption, value | $ / shares	10.00
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Class B Common Stock
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000

XML

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative	$ 1,484,290	$ 2,837,151
Franchise tax expense	50,000	119,400
Loss from operations	(1,534,290)	(2,956,551)
Other Income (Expense)
Offering costs allocated to derivative liabilities		(750,743)
Offering costs on Founder Shares issued to related party		(1,249,759)
Interest and dividends earned on marketable securities held in Trust Account	4,440	26,384
Change in fair value of warrant liabilities	8,535,903	9,926,785
Change in fair value of forward purchase agreement	1,648,750	1,408,461
Net income	8,654,803	6,404,577
Class A Redeemable Common Stock
Other Income (Expense)
Net income	$ 6,923,842	$ 4,970,883
Weighted average shares outstanding, basic and diluted	34,500,000	29,318,681
Basic and diluted net earnings per share	$ 0.20	$ 0.17
Class B Non-Redeemable Common Stock
Other Income (Expense)
Net income	$ 1,730,961	$ 1,433,694
Weighted average shares outstanding, basic and diluted	8,625,000	8,456,044
Basic and diluted net earnings per share	$ 0.20	$ 0.17

XML

Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Total	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 24,980	$ 863	$ 24,137	$ (20)
Beginning balance, Shares at Dec. 31, 2020		8,625,000
Excess cash received over fair value of Private Placement Warrants	41,360		41,360
Accretion of Class A Common Stock to redemption value	(33,244,721)		(65,497)	(33,179,224)
Net income (loss)	8,028,639			8,028,639
Ending balance at Mar. 31, 2021	(25,149,742)	$ 863		(25,150,605)
Ending balance, Shares at Mar. 31, 2021		8,625,000
Beginning balance at Dec. 31, 2020	24,980	$ 863	24,137	(20)
Beginning balance, Shares at Dec. 31, 2020		8,625,000
Share-based compensation, cash offering costs, and offering costs on Founder Shares issued to related party and directors	2,647,500
Accretion of Class A Common Stock to redemption value	(34,530,121)
Ending balance at Jun. 30, 2021	(34,066,507)	$ 863	1,362,100	(35,429,470)
Ending balance, Shares at Jun. 30, 2021		8,625,000
Beginning balance at Dec. 31, 2020	24,980	$ 863	24,137	(20)
Beginning balance, Shares at Dec. 31, 2020		8,625,000
Accretion of Class A Common Stock to redemption value	(34,530,121)
Net income (loss)	6,404,577
Ending balance at Sep. 30, 2021	(25,411,704)	$ 863	1,362,100	(26,774,667)
Ending balance, Shares at Sep. 30, 2021		8,625,000
Beginning balance at Mar. 31, 2021	(25,149,742)	$ 863		(25,150,605)
Beginning balance, Shares at Mar. 31, 2021		8,625,000
Share-based compensation, cash offering costs, and offering costs on Founder Shares issued to related party and directors	2,647,500		2,647,500
Accretion of Class A Common Stock to redemption value	(1,285,400)		(1,285,400)
Net income (loss)	(10,278,865)			(10,278,865)
Ending balance at Jun. 30, 2021	(34,066,507)	$ 863	1,362,100	(35,429,470)
Ending balance, Shares at Jun. 30, 2021		8,625,000
Net income (loss)	8,654,803			8,654,803
Ending balance at Sep. 30, 2021	$ (25,411,704)	$ 863	$ 1,362,100	$ (26,774,667)
Ending balance, Shares at Sep. 30, 2021		8,625,000

XML

Condensed Consolidated Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2021
Cash Flows from Operating Activities:
Net Income	$ 6,404,577
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities and forward purchase agreement	(11,335,246)
Interest and dividends earned on marketable securities held in Trust Account	(26,384)
Offering costs allocated to derivative warrant liabilities	750,743
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741
General and administrative expenses paid by related party	11,775
Changes in operating assets and liabilities
Prepaid expenses	(725,543)
Other assets	(260,400)
Accounts payable	180,397
Franchise tax payable	119,400
Accrued expenses	1,339,494
Net cash used in operating activities	(2,143,446)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Repayment of Sponsor loan	(188,149)
Working capital loan from related party	399,702
Proceeds from Initial Public Offering, net of underwriters’ fees	338,100,000
Proceeds from Private Placement Warrants	9,400,000
Payment of other offering costs	(459,933)
Net cash provided by financing activities	347,251,620
Net increase in cash	108,174
Cash - beginning of period	24,980
Cash - end of period	133,154
Supplemental disclosure of noncash financing activities:
Deferred underwriting fees payable	12,075,000
Deferred offering costs included in accounts payable	14,999
Deferred offering costs included in accrued expenses	15,763
Deferred offering costs paid through promissory note – related party	(176,374)
Deferred offering costs in accrued offering costs and accounts payable at December 31, 2020	369,379
Offering costs associated with Founder Shares issued to related party included in APIC	$ 2,457,259

XML

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1—Description of Organization and Business Operations

ECP Environmental Growth Opportunities Corp. (the “Company”) is a blank check company formed as a Delaware corporation on October 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”). ENNV Merger Sub, Inc. (“Merger Sub”) is a wholly owned subsidiary of the Company formed as a Delaware corporation on June 24, 2021.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end.

On February 11, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units”), including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $345,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company completed two private sales of an aggregate 6,266,667 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to ENNV Holdings, LLC (the “Sponsor”) and Goldman Sachs Asset Management, L.P. (“GSAM”), in its capacity as investment adviser on behalf of its clients (the “GSAM Client Accounts”), generating aggregate gross proceeds to the Company of $9,400,000, which is described in Note 4.

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs totaling $19,606,427 were allocated between stockholders’ equity ($18,855,685) and other expenses ($750,743) based on the fair value of warrant liabilities relative to the Initial Public Offering proceeds recognized in stockholders’ equity. During the quarter ended June 30, 2021, an additional $2.5 million in offering costs were recognized on Founder Shares issued to related party, as well as approximately $35,000 additional cash offering costs.

Following the closing of the Initial Public Offering on February 11, 2021, an amount of $345,000,000 ($10.00 per Unit) comprised of $338,100,000 of the proceeds from the Initial Public Offering, including $12,075,000 of the underwriters’ deferred discount, and $6,900,000 of the proceeds from the Private Placements were placed in a U.S.-based trust account at Morgan Stanley Smith Barney LLC maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the Initial Public Offering and the Private Placements held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law.

On July 18, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub, and Fast Radius, Inc., a Delaware corporation (“Fast Radius”), pursuant to which Merger Sub will merge with and into Fast Radius, with Fast Radius surviving such merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). At the closing of the Merger (the “Closing”), the Company will be renamed “Fast Radius, Inc.” The Business Combination is expected to be consummated in the fourth quarter of 2021, subject to the fulfillment of certain customary closing conditions.

Subject to the terms of the Merger Agreement, the aggregate merger consideration with respect to all holders of Fast Radius securities outstanding immediately prior to the Closing, which will be issued in the form of shares or equity awards relating to shares of Class A common stock, will equal 100,000,000 shares of Class A common stock at a deemed value of $10.00 per share (the “Aggregate Merger Consideration”).

The Aggregate Merger Consideration will be issued to holders of Fast Radius securities at the Closing in accordance with the Merger Agreement, except that the issuance to holders of Fast Radius capital stock and Vested RSUs (as defined in the Merger Agreement) of a portion of the Aggregate Merger Consideration in an amount equal to 10,000,000 shares of Class A common stock (the “Fast Radius Earn Out Shares”) will be subject to the satisfaction of certain price targets set forth in the Merger Agreement during the five-year period following the Closing (the “Earn Out Period”), which price targets will be based upon (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on The Nasdaq Capital Market (“NASDAQ”), or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with the occurrence of certain change of control events of the

combined company following Closing specified in the Merger Agreement (any such event, an “Acquiror Sale”). In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Merger Agreement will terminate and no Fast Radius Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Fast Radius Earn Out Shares will be issuable in two equal tranches of 5,000,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively, and will be allocated among the applicable holders of Fast Radius capital stock and Vested RSUs on a pro rata basis in accordance with the Merger Agreement.

In connection with the Closing, the shares (the “Founder Shares”) of Class B common stock issued prior to the Company’s initial public offering that are held by the Sponsor, our independent directors and GSAM will automatically convert into shares of Class A common stock on a one-for-one basis (the “Converted Shares”). 10% of the Converted Shares held by the Sponsor (the “Sponsor Earn Out Shares”) will be subject to vesting upon the satisfaction of certain price targets set forth in the sponsor support agreement the Company entered into with the Sponsor and its independent directors concurrently with the execution of the Merger Agreement (the “Sponsor Support Agreement”) during the Earn Out Period, which price targets will be based upon the (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on NASDAQ, or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with an Acquiror Sale. In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the above that has not previously occurred, the applicable provisions of the Sponsor Support Agreement will terminate and no Sponsor Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Sponsor Earn Out Shares will vest in two equal tranches of 407,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively.

In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors, including the Sponsor (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 7,500,000 shares of Class A common stock (1,000,000 shares of which will be issued and sold to the Sponsor in its capacity as a PIPE Investor) for a purchase price of $10.00 per share, or an aggregate of $75,000,000, in a private placement (the “PIPE Investment”). The closing of the PIPE Investment will occur substantially concurrently with the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The shares of Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with 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 is not required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Upon the closing of the Initial Public Offering, an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, are held in a trust account (“Trust Account”) with the American Stock Transfer & Trust Company acting as trustee and invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, 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.

The Company will provide its 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 anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions 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 transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide 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 without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but 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 its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case 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.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses).

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 should 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. 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 only $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 that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

As of September 30, 2021, the Company had $133,154 of cash outside of the Trust Account and a working capital deficit of $1,211,058.         

On July 30, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,500,000 to an affiliate of

the Sponsor, which may be drawn down by the Company from time to time upon written notice to the lender. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2021, the $399,702 drawn against the Note has not been converted to warrants.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these consolidated financial statements were issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

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

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Restatement of Previously Issued Consolidated Financial Statements

9 Months Ended

Sep. 30, 2021

Prior Period Adjustment [Abstract]

Restatement of Previously Issued Consolidated Financial Statements

Note 2—Restatement of Previously Issued Consolidated Financial Statements

In connection with the preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and when shares were sold pursuant to the exercise of the underwriters’ overallotment, it had improperly classified its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001, due to the NASDAQ’s minimum net tangible asset requirement. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment 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 Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has recorded a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Additionally, the condensed consolidated statements of operations has changes solely related to weighted average shares and earnings (loss) per share.

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

The impact of the restatement on the Company’s consolidated financial statements included in its Form 10-Q for the period ending June 30, 2021 as filed with the SEC on August 20, 2021, and Form 10-Q for the period ending March 31, 2021 as filed with the SEC on May 24, 2021 is reflected in the following table:

		As of June 30, 2021
		As Previously
Condensed Consolidated Balance Sheet		Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	305,933,489	$	39,066,511	$	345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value		391		(391)		—
Additional paid-in capital		10,278,770		(8,916,670)		1,362,100
Accumulated deficit		(5,280,021)		(30,149,451)		(35,429,470)
Total Stockholders' equity (deficit)	$	5,000,003	$	(39,066,512)	$	(34,066,507)

		Three Months Ended June 30, 2021
		As Previously
Condensed Consolidated Statement of Operations		Reported		Adjustment		As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		31,475,333		3,024,667		34,500,000
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted		11,649,667		(11,649,667)		—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		—		8,625,000		8,625,000
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$	0.00	$	(0.24)	$	(0.24)
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$	(0.88)	$	0.88	$	0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$	0.00	$	(0.24)	$	(0.24)

		Six Months Ended June 30, 2021
		As Previously
Condensed Consolidated Statement of Operations		Reported		Adjustment		As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		31,177,650		(4,492,567)		26,685,083
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted		11,692,516		(11,692,516)		—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		—		8,370,166		8,370,166
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$	0.00	$	(0.06)	$	(0.06)
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$	(0.19)	$	0.19	$	0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$	0.00	$	(0.06)	$	(0.06)

	Three Months Ended June 30, 2021
Condensed Consolidated Statement of Changes in Stockholders' Deficit	As Previously Reported	Adjustment	As Restated
Offering costs	$          (35,641)	$           35,641	$                 —
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741	1,249,759	2,647,500
Change in value of common stock subject to possible redemption	8,916,760	(8,916,760)	—
Accretion of Class A Common Stock to redemption value	—	(1,285,400)	(1,285,400)

	Six Months Ended June 30, 2021
Condensed Consolidated Statement of Changes in Stockholders' Deficit	As Previously Reported		Adjustment		As Restated
Sale of Units in initial public offering, less fair value of public warrants	$332,119,425	$	(332,119,425)	$	—
Offering costs	(18,891,326)		18,891,326		—
Forward purchase agreement	(1,508,461)		1,508,461		—
Common stock subject to possible redemption	(314,850,250)		314,850,250		—
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741		1,249,759		2,647,500
Change in value of common stock subject to possible redemption	8,916,760		(8,916,760)		—
Accretion of Class A Common Stock to redemption value	—		(34,530,121)		(34,530,121)

				As of March 31, 2021
				As Previously
Condensed Balance Sheet				Reported				Adjustment				As Restated
Common stock subject to possible redemption		$		314,850,250		$		30,149,750		$		345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value				301				(301)				—
Retained earnings (Accumulated deficit)				4,998,844				(30,149,449)				(25,150,605)
Total Stockholders' equity (deficit)		$		5,000,008		$		(30,149,750)		$		(25,149,742)
			Three Months Ended March 31, 2021
			As Previously
Condensed Statement of Operations			Reported				Adjustment				As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted			30,625,007				(11,841,674)				18,783,333
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted			10,754,314				(10,754,314)				—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted			—				8,112,500				8,112,500
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$		0.00		$		0.30		$		0.30
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$		0.74		$		(0.74)		$		0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$		0.00		$		0.30		$		0.30

	Three Months Ended March 31, 2021
Condensed Statement of Changes in Stockholders' Deficit	As Previously Reported		Adjustment		As Restated
Sale of Units in initial public offering, less fair value of public warrants	$  332,119,425	$	(332,119,425)	$	—
Offering costs	(18,855,685)		18,855,685		—
Forward purchase agreement	(1,508,461)		1,508,461		—
Common stock subject to possible redemption	(314,850,250)		314,850,250		—
Accretion of Class A Common Stock to redemption value	—		(33,244,721)		(33,244,721)

		As of February 11, 2021
		As Previously
Condensed Balance Sheet		Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	306,070,895	$	38,929,105	$	345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value		389		(389)		—
Additional paid-in capital		5,749,492		(5,749,492)		—
Retained earnings (Accumulated deficit)		(750,742)		(33,179,224)		(33,929,966)
Total Stockholders' equity (deficit)	$	5,000,002	$	(38,929,105)	$	(33,929,103)

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals and recurring adjustments) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 10, 2021 and Form 10-Q filed with the SEC on May 24, 2021.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant intercompany transactions and balances have been eliminated in consolidation.

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 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 condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $133,154 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021.

Derivative Financial Instruments

The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A common stock. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option.

Cash and Marketable Securities Held in Trust Account

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

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as

temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. From the period beginning January 1, 2021 through September 30, 2021, the Company recorded accretion of Class A common stock to the redemption value in the amount of $34,530,121.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

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

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

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

As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. The fair values of Forward Purchase Agreement and Private Placement Warrants have been estimated using the trading price of the Public Warrants. Public Warrants are valued based on quoted price in active markets. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants and Forward Purchase Agreement.

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs were allocated using the relative fair values of the company common stock and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Company's common stock were charged to temporary equity.    

Earnings Per Share of Common Stock

Earnings per share of common stock is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial

Public Offering, private placement to purchase Class A common stock, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive.

At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

A reconciliation of the earnings per share is below:

	For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021
Numerator: Earnings allocable to Redeemable Class A Common    Stock
Net Earnings allocable to Redeemable Class A Common Stock	$	6,923,842	$	4,970,883
Denominator: Weighted Average Share Outstanding, Redeemable    Class A Common Stock
Basic and diluted weighted average shares outstanding,    Redeemable Class A		34,500,000		29,318,681
Basic and diluted net earnings per share, Redeemable Class A	$	0.20	$	0.17
Non-Redeemable Class B Common Stock
Numerator: Net Income allocable to Non-Redeemable Net Earnings
Net Income allocable to Non-Redeemable Class B    Common Stock	$	1,730,961	$	1,433,694
Denominator: Weighted Average Non-Redeemable    Class B Common Stock
Basic and diluted weighted average shares outstanding,    Non-Redeemable Class B		8,625,000		8,456,044
Basic and diluted net earnings per share, Non-Redeemable Class B	$	0.20	$	0.17

Income Taxes

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

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require only separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

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Initial Public Offering

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Initial Public Offering

Note 4—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units at a purchase price of $10.00 per Unit, including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Simultaneously with the closing of the Initial Public Offering, the Company completed two private sales of an aggregate 6,266,667 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, to the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, generating aggregate gross proceeds to the Company of $9,400,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor and GSAM have agreed not to transfer, assign, or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. So long as the Private Placement Warrants are held by the Sponsor, GSAM, the GSAM Client Accounts or their permitted transferees, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

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Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 5—Related Party Transactions

Founder Shares

On December 8, 2020, the Sponsor paid an aggregate of $25,000 in exchange for the issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). On December 23, 2020, the Company effected a 6-for-5 reverse stock split with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. On January 26, 2021, the Company effectuated a 5-for-6 split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. All share and per-share amounts have been restated to reflect the stock split, as reflected in the Company’s audited financial statements as of December 31, 2020. In January 2021, the Sponsor transferred 35,000 Founder Shares to each of Tracy McKibben, Kathryn E. Coffey, Richard Burke and David Lockwood, our independent director nominees, at their original issue price. The Company has recognized this transfer as a compensation expense in accordance with SEC Staff Accounting Bulletin 5T and ASC Topic 718 Compensation – Stock Compensation. Under the agreement, the recipients’ shares must be returned to the Sponsor if the recipients do not become directors of the Company at the time of the Company’s Initial Public Offering, is removed from office as a director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company. The vesting condition under ASC Topic 718 Compensation – Stock Compensation is the completion of the business combination. The fair value of the Founder Shares issued in this arrangement was determined using the price of the Company’s Class A common stock and the probability of the success of the Business Combination.

The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares is not exercised in full by the underwriters. As the underwriters’ option to purchase additional shares was exercised in full, forfeiture of Founder Shares did not occur.

The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial Business Combination that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the last reported sale price of common stock shares 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, the Founder Shares will be released from the lock-up.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans” or “Note”). On July 30, 2021, the Company issued an unsecured promissory note in the principal amount of $1,500,000 to an affiliate of the Sponsor, which may be drawn down by the Company from time to time upon written notice to the lender. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.50. The conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815.  However, the exercise price of the underlying warrants was greater than the warrant fair value as of September 30, 2021, and when the Note was drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option.

The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.  

As of September 30, 2021, there was a balance of $399,702 under this loan.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company expensed $30,000 and $77,143 in monthly administrative support services, respectively, with $10,000 and $0 of these expenses included in accrued expenses as of September 30, 2021 and December 31, 2020, respectively.

Due to Related Party

On January 26, 2021, the Company entered into a promissory note pursuant to which Energy Capital Partners Management, LP (“ECP”) agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The promissory note was repaid in full upon the Initial Public Offering. 

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Commitments & Contingencies

9 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments & Contingencies

Note 6—Commitments & Contingencies

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Warrants, and Working Capital Warrants that may be issued upon conversion of the amounts due under the Note at the time the Company consummates a Business Combination (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

In the event of any delay in filing and/or effectiveness of the registration statement required pursuant to the registration and stockholder rights agreement, or after the effective date, such registration statement ceases for any reason to remain continuously effective (each, a “Registration Default”), the holders will be entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each registration default and 2% per month that such registration default continues to exist, as more fully described in the registration and stockholder rights agreement.

Underwriting Agreement

The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 4,500,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. On the date of the Initial Public Offering, the underwriters exercised the over-allotment option in full, purchasing 4,500,000 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

On January 24, 2021, the Company entered into a Forward Purchase Agreement with GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, as amended by the First Amendment to Forward Purchase Agreement, dated as of January 31, 2021 (as so amended, the “Forward Purchase Agreement”), pursuant to which the GSAM Client Accounts committed to purchase an aggregate of up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of the Company’s Class A common stock (the “Forward Purchase Shares”) and one-quarter of one warrant (the “Forward Purchase Warrants”), for $10.00 per Forward Purchase Unit, or an aggregate maximum amount of $50,000,000, in a private placement to close simultaneously with the closing of the Company’s initial Business Combination. Each whole Forward Purchase Warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share. The Forward Purchase Warrants will have the same terms as the Public Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Units may be used to fund the purchase price of the Business Combination or for the working capital needs of the post-transaction company. The Forward Purchase Agreement is independent of the percentage of stockholders electing to redeem their public shares and may provide the Company with an increased minimum funding level for the initial Business Combination. On February 11, 2021, the Sponsor transferred 345,000 Founder Shares to GSAM in connection with their commitments on the Forward Purchase Agreement and the Private Placement Warrants. The Company has recognized part of this transfer as an offering cost related to a fair value instrument ($1.25 million) and the remainder as a reduction of temporary equity ($1.2 million) during the nine months ended September 30, 2021. The Founder Shares transferred were valued by reference to the fair values of the Class A common stock and the probability of the success of the Business Combination. Pursuant to the terms of the Forward Purchase Agreement, GSAM agreed to forfeit and return to the Sponsor (i) 172,500 Founder Shares if GSAM did not purchase at least 2,500,000 Forward Purchase Units pursuant to the Forward Purchase Agreement and (ii) 172,500 Founder Shares if, at the time GSAM provided or withheld its consent to the Company’s initial Business Combination, GSAM owned a number of shares of Class A common stock less than the number of public shares it purchased at closing of the Company’s Initial Public Offering. Founder Shares linked to the purchase of 2,500,000 Forward Purchase Units were expensed due to being linked to a liability classified instrument. Founder Shares related to GSAM holding and voting the shares until the initial Business Combination are linked to Units (as described in Note 4 above) purchased in the Initial Public Offering and, as such, the associated costs were allocated between the Company’s common stock and Public Warrants contained in the Units based on the respective fair values. Costs allocated to the Company’s stock were deferred and recorded as a reduction to temporary equity, while the costs allocated to Public Warrants were expensed.  

Concurrently with the execution of the Merger Agreement on July 18, 2021, the Company, the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, entered into a side letter (the “Side Letter”) to the Forward Purchase Agreement, pursuant to which GSAM irrevocably consented to purchase from the Company, and the Company agreed to issue and sell to GSAM, 2,500,000 Forward Purchase Units at a price of $10.00 per Forward Purchase Unit, or an aggregate of $25,000,000, in a private placement to be consummated substantially concurrently with the consummation of the Business Combination. The Company and the Sponsor also waived GSAM’s potential obligation to forfeit shares of Class B common stock under the circumstances contemplated by the Forward Purchase Agreement in connection with the Closing. If the Business Combination does not occur, the Side Letter will automatically terminate and the original terms of the Forward Purchase Agreement will apply.

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Warrant Liabilities

9 Months Ended

Sep. 30, 2021

Warrants And Rights Note Disclosure [Abstract]

Warrant Liabilities

Note 7—Warrant Liabilities

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. 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 Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price

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

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

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: When the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: When the warrants become exercisable, the Company may redeem the outstanding warrants:

• in whole and not in part;

•   upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; and

• if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders; and

• if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In no event will the Company be required to net cash settle any warrant. 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.

Forward Purchase Warrants have the same terms as the Public Warrants, except the Forward Purchase Warrants will be subject to transfer

restrictions and certain registration rights.

The company accounts for the Public Warrants, Private Placement Warrants and Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant and forward purchase unit that includes a warrant must be recorded as a liability.

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Stockholders’ Deficit

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders' Deficit

Note 8—Stockholders’ Deficit

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

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding subject to possible redemption.    

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 23, 2020, the Company effected a 6-for-5 reverse stock split with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. On January 26, 2021, the Company effectuated a 5-for-6 split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. On September 30, 2021, 8,625,000 shares of Class B common stock were issued and outstanding. All share and per-share amounts have been restated to reflect the stock split, as reflected in the Company’s audited financial statements as of December 31, 2020.

Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to the initial Business Combination, and such rights may only be amended by a resolution passed by the holders of a majority of Class B common stock. On all other matters submitted to a vote of the Company’s stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law or the applicable rules of the NASDAQ Capital Market (“NASDAQ”), then in effect. For so long as shares of Class B common stock remain outstanding, the Company may not amend, alter, or repeal any provision of its amended and restated certificate of incorporation in any manner that would alter or change the powers, preferences, or relative participating, optional or other special rights of the Class B common stock without the prior written consent of the holders of a majority of the shares of Class B common stock then outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amount issued in this offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted 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 aggregate number of all shares of common stock outstanding upon the completion of this offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, any shares or equity-linked securities issued (or to be issued), and any private placement warrants issued.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9—Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

	Description	Level		Fair Value
September 30, 2021	Marketable securities		1	$	345,026,384

The Warrants and Forward Purchase Agreement are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants and Forward Purchase Agreement are recorded in the statement of operations each period.

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	7,131,150	$	—	$	—	$	7,131,150
Private Placement Warrants		—		5,181,280		—		5,181,280
Forward Purchase Agreement		—		—		100,000		100,000
Total liabilities	$	7,131,150	$	5,181,280	$	100,000	$	12,412,430

On April 1, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the

Prospectus filed February 10, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of September 30, 2021, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. At September 30, 2021, Forward Purchase Units were valued equal to the difference between the current public trading price and the purchase price, as the Forward Purchase Agreement requires the purchase of units for $10 upon a completion of the Business Combination. The Company previously valued the Forward Purchase Agreement based on the trading price of the Public Warrants, which was considered Level 2 as there was an exercise option prior to the issuance of the Side Letter. As such, the Company transferred the Forward Purchase Agreement from a Level 2 to a Level 3 liability, due to the use of the updated valuation method discussed above which includes a significant unobservable input, and factoring in assumption of the closing of the Business Combination.

Outside of the transfer of the Forward Purchase Agreement from Level 2 to Level 3, there were no transfers between Levels 1, 2, and 3 during the three months ended September 30, 2021.

The following table presents a summary of the changes in the fair value of the Derivative Liabilities:

	Public Warrant		Private Warrant		Forward purchase
	Liability		Liability		Agreement		Total
Fair value, February 11, 2021	$	12,880,575	$	9,358,640	$	1,508,461	$	23,747,676
Recognized gain on change in fair value		4,953,337		3,598,947		503,029		9,055,313
Fair value, March 31, 2021	$	7,927,238	$	5,759,693	$	1,005,432	$	14,692,363
Recognized loss on change in fair value		(4,147,762)		(3,013,640)		(743,318)		(7,904,720)
Fair value, June 30, 2021	$	12,075,000	$	8,773,333	$	1,748,750	$	22,597,083
Recognized gain on change in fair value		4,943,850		3,592,053		1,648,750		10,184,653
Fair value, September 30, 2021	$	7,131,150	$	5,181,280	$	100,000	$	12,412,430

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 10—Subsequent events

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

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals and recurring adjustments) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 10, 2021 and Form 10-Q filed with the SEC on May 24, 2021.

Principles of Consolidation

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant intercompany transactions and balances have been eliminated in consolidation.

Emerging Growth Company

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 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 condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

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 $133,154 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021.

Derivative Financial Instruments

Derivative Financial Instruments

The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A common stock. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option.

Cash And Marketable Securities Held In Trust Account

Cash and Marketable Securities Held in Trust Account

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

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as

temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. From the period beginning January 1, 2021 through September 30, 2021, the Company recorded accretion of Class A common stock to the redemption value in the amount of $34,530,121.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

Financial Instruments

Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

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

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

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

As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. The fair values of Forward Purchase Agreement and Private Placement Warrants have been estimated using the trading price of the Public Warrants. Public Warrants are valued based on quoted price in active markets. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants and Forward Purchase Agreement.

Offering Costs

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs were allocated using the relative fair values of the company common stock and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Company's common stock were charged to temporary equity.    

Earnings Per Share of Common Stock

Earnings Per Share of Common Stock

Earnings per share of common stock is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial

Public Offering, private placement to purchase Class A common stock, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive.

At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

A reconciliation of the earnings per share is below:

	For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021
Numerator: Earnings allocable to Redeemable Class A Common    Stock
Net Earnings allocable to Redeemable Class A Common Stock	$	6,923,842	$	4,970,883
Denominator: Weighted Average Share Outstanding, Redeemable    Class A Common Stock
Basic and diluted weighted average shares outstanding,    Redeemable Class A		34,500,000		29,318,681
Basic and diluted net earnings per share, Redeemable Class A	$	0.20	$	0.17
Non-Redeemable Class B Common Stock
Numerator: Net Income allocable to Non-Redeemable Net Earnings
Net Income allocable to Non-Redeemable Class B    Common Stock	$	1,730,961	$	1,433,694
Denominator: Weighted Average Non-Redeemable    Class B Common Stock
Basic and diluted weighted average shares outstanding,    Non-Redeemable Class B		8,625,000		8,456,044
Basic and diluted net earnings per share, Non-Redeemable Class B	$	0.20	$	0.17

Income Taxes

Income Taxes

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

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require only separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

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Restatement of Previously Issued Consolidated Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Prior Period Adjustment [Abstract]

Summary of Impact of Restatement on Consolidated Financial Statement

The impact of the restatement on the Company’s consolidated financial statements included in its Form 10-Q for the period ending June 30, 2021 as filed with the SEC on August 20, 2021, and Form 10-Q for the period ending March 31, 2021 as filed with the SEC on May 24, 2021 is reflected in the following table:

		As of June 30, 2021
		As Previously
Condensed Consolidated Balance Sheet		Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	305,933,489	$	39,066,511	$	345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value		391		(391)		—
Additional paid-in capital		10,278,770		(8,916,670)		1,362,100
Accumulated deficit		(5,280,021)		(30,149,451)		(35,429,470)
Total Stockholders' equity (deficit)	$	5,000,003	$	(39,066,512)	$	(34,066,507)

		Three Months Ended June 30, 2021
		As Previously
Condensed Consolidated Statement of Operations		Reported		Adjustment		As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		31,475,333		3,024,667		34,500,000
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted		11,649,667		(11,649,667)		—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		—		8,625,000		8,625,000
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$	0.00	$	(0.24)	$	(0.24)
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$	(0.88)	$	0.88	$	0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$	0.00	$	(0.24)	$	(0.24)

		Six Months Ended June 30, 2021
		As Previously
Condensed Consolidated Statement of Operations		Reported		Adjustment		As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		31,177,650		(4,492,567)		26,685,083
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted		11,692,516		(11,692,516)		—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		—		8,370,166		8,370,166
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$	0.00	$	(0.06)	$	(0.06)
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$	(0.19)	$	0.19	$	0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$	0.00	$	(0.06)	$	(0.06)

	Three Months Ended June 30, 2021
Condensed Consolidated Statement of Changes in Stockholders' Deficit	As Previously Reported	Adjustment	As Restated
Offering costs	$          (35,641)	$           35,641	$                 —
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741	1,249,759	2,647,500
Change in value of common stock subject to possible redemption	8,916,760	(8,916,760)	—
Accretion of Class A Common Stock to redemption value	—	(1,285,400)	(1,285,400)

	Six Months Ended June 30, 2021
Condensed Consolidated Statement of Changes in Stockholders' Deficit	As Previously Reported		Adjustment		As Restated
Sale of Units in initial public offering, less fair value of public warrants	$332,119,425	$	(332,119,425)	$	—
Offering costs	(18,891,326)		18,891,326		—
Forward purchase agreement	(1,508,461)		1,508,461		—
Common stock subject to possible redemption	(314,850,250)		314,850,250		—
Share-based compensation and offering costs on Founder Shares issued to related party and directors	1,397,741		1,249,759		2,647,500
Change in value of common stock subject to possible redemption	8,916,760		(8,916,760)		—
Accretion of Class A Common Stock to redemption value	—		(34,530,121)		(34,530,121)

				As of March 31, 2021
				As Previously
Condensed Balance Sheet				Reported				Adjustment				As Restated
Common stock subject to possible redemption		$		314,850,250		$		30,149,750		$		345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value				301				(301)				—
Retained earnings (Accumulated deficit)				4,998,844				(30,149,449)				(25,150,605)
Total Stockholders' equity (deficit)		$		5,000,008		$		(30,149,750)		$		(25,149,742)
			Three Months Ended March 31, 2021
			As Previously
Condensed Statement of Operations			Reported				Adjustment				As Restated
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted			30,625,007				(11,841,674)				18,783,333
Weighted average shares outstanding of Class A and B non-redeemable common stock, basic and diluted			10,754,314				(10,754,314)				—
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted			—				8,112,500				8,112,500
Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption	$		0.00		$		0.30		$		0.30
Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B	$		0.74		$		(0.74)		$		0.00
Basic and diluted earnings (net loss) per share, Class B non-redeemable common stock	$		0.00		$		0.30		$		0.30

	Three Months Ended March 31, 2021
Condensed Statement of Changes in Stockholders' Deficit	As Previously Reported		Adjustment		As Restated
Sale of Units in initial public offering, less fair value of public warrants	$  332,119,425	$	(332,119,425)	$	—
Offering costs	(18,855,685)		18,855,685		—
Forward purchase agreement	(1,508,461)		1,508,461		—
Common stock subject to possible redemption	(314,850,250)		314,850,250		—
Accretion of Class A Common Stock to redemption value	—		(33,244,721)		(33,244,721)

		As of February 11, 2021
		As Previously
Condensed Balance Sheet		Reported		Adjustment		As Restated
Common stock subject to possible redemption	$	306,070,895	$	38,929,105	$	345,000,000
Stockholders' equity (deficit)
Class A common stock - $0.0001 par value		389		(389)		—
Additional paid-in capital		5,749,492		(5,749,492)		—
Retained earnings (Accumulated deficit)		(750,742)		(33,179,224)		(33,929,966)
Total Stockholders' equity (deficit)	$	5,000,002	$	(38,929,105)	$	(33,929,103)

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Reconciliation of Earnings Per Share

A reconciliation of the earnings per share is below:

	For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021
Numerator: Earnings allocable to Redeemable Class A Common    Stock
Net Earnings allocable to Redeemable Class A Common Stock	$	6,923,842	$	4,970,883
Denominator: Weighted Average Share Outstanding, Redeemable    Class A Common Stock
Basic and diluted weighted average shares outstanding,    Redeemable Class A		34,500,000		29,318,681
Basic and diluted net earnings per share, Redeemable Class A	$	0.20	$	0.17
Non-Redeemable Class B Common Stock
Numerator: Net Income allocable to Non-Redeemable Net Earnings
Net Income allocable to Non-Redeemable Class B    Common Stock	$	1,730,961	$	1,433,694
Denominator: Weighted Average Non-Redeemable    Class B Common Stock
Basic and diluted weighted average shares outstanding,    Non-Redeemable Class B		8,625,000		8,456,044
Basic and diluted net earnings per share, Non-Redeemable Class B	$	0.20	$	0.17

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

	Description	Level		Fair Value
September 30, 2021	Marketable securities		1	$	345,026,384

Schedule of Liabilities Measured at Fair Value on Recurring Basis

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	7,131,150	$	—	$	—	$	7,131,150
Private Placement Warrants		—		5,181,280		—		5,181,280
Forward Purchase Agreement		—		—		100,000		100,000
Total liabilities	$	7,131,150	$	5,181,280	$	100,000	$	12,412,430

Summary of Changes in Fair Value of Derivative Liabilities

The following table presents a summary of the changes in the fair value of the Derivative Liabilities:

	Public Warrant		Private Warrant		Forward purchase
	Liability		Liability		Agreement		Total
Fair value, February 11, 2021	$	12,880,575	$	9,358,640	$	1,508,461	$	23,747,676
Recognized gain on change in fair value		4,953,337		3,598,947		503,029		9,055,313
Fair value, March 31, 2021	$	7,927,238	$	5,759,693	$	1,005,432	$	14,692,363
Recognized loss on change in fair value		(4,147,762)		(3,013,640)		(743,318)		(7,904,720)
Fair value, June 30, 2021	$	12,075,000	$	8,773,333	$	1,748,750	$	22,597,083
Recognized gain on change in fair value		4,943,850		3,592,053		1,648,750		10,184,653
Fair value, September 30, 2021	$	7,131,150	$	5,181,280	$	100,000	$	12,412,430

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Description of Organization and Business of Operations - Additional Information (Details)			1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 18, 2021 USD ($) Tranche $ / shares shares	Feb. 11, 2021 USD ($) $ / shares shares	Feb. 28, 2021 USD ($)	Jun. 30, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) Private $ / shares shares	Jul. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Organization And Basis Of Operations [Line Items]
Entity incorporation date					Oct. 29, 2020
Shares issued, price per share | $ / shares		$ 10.00
Gross proceeds of shares issued		$ 345,000,000
Purchase price of warrants | $ / shares					$ 11.50
Proceeds from Private Placement Warrants					$ 9,400,000
Initial public offering costs			$ 19,606,427
Offering costs allocated to stockholders' equity			(18,855,685)
Offering costs allocated to derivative warrant liabilities			$ (750,743)		$ (750,743)
Underwriters' deferred discount		$ 12,075,000
Redeemable percentage of public shares					100.00%
Business combination maximum completion period					24 months
Minimum required percentage of net assets held in trust account					80.00%
Minimum target percentage of outstanding voting securities					50.00%
Per unit value of initial public offering, including the proceeds of the private placement warrants, are held in a trust account | $ / shares					$ 10.00
Minimum net tangible assets to proceed with business combination					$ 5,000,001
Maximum amount of interest to pay dissolution expenses					$ 100,000
Residual assets remaining available for distribution price per share initially held in trust account | $ / shares					$ 10.00
Protection of amount held in trust account, description					In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Cash outside of trust account					$ 133,154
Working capital deficit					1,211,058
Unsecured Promissory Note
Organization And Basis Of Operations [Line Items]
Principal amount						$ 1,500,000
Number of warrant holder to purchase share | shares						1
Common stock, par value | $ / shares						$ 0.0001
Note convertible price | $ / shares						$ 1.50
Amount drawn against note has not been converted to warrants					$ 399,702
Sponsor Support Agreement
Organization And Basis Of Operations [Line Items]
Number of trading days	20 days
Number of consecutive trading day period	30 days
Number of equal tranches | Tranche	2
Percentage of converted shares help by sponsor	10.00%
Class A Common Stock
Organization And Basis Of Operations [Line Items]
Minimum restricted percentage on redemption of shares					15.00%
Number of warrant holder to purchase share | shares					1
Common stock, par value | $ / shares		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Class A Common Stock | Sponsor
Organization And Basis Of Operations [Line Items]
Shares issued | shares	1,000,000
Class A Common Stock | Merger Agreement
Organization And Basis Of Operations [Line Items]
Shares issued | shares	100,000,000
Shares issued, price per share | $ / shares	$ 10.00
Class A Common Stock | Sponsor Support Agreement
Organization And Basis Of Operations [Line Items]
Shares issued | shares	407,000
Class A Common Stock | Sponsor Support Agreement | Minimum
Organization And Basis Of Operations [Line Items]
Shares issued, price per share | $ / shares	$ 15.00
Class A Common Stock | Sponsor Support Agreement | Maximum
Organization And Basis Of Operations [Line Items]
Shares issued, price per share | $ / shares	$ 20.00
Founder Shares
Organization And Basis Of Operations [Line Items]
Initial public offering costs				$ 2,500,000
Additional cash offering costs				$ 35,000
Initial Public Offering
Organization And Basis Of Operations [Line Items]
Shares issued | shares		34,500,000			34,500,000
Shares issued, price per share | $ / shares		$ 10.00			$ 10.00
Gross proceeds of shares issued		$ 338,100,000
Initial Public Offering | Class A Common Stock
Organization And Basis Of Operations [Line Items]
Purchase price of warrants | $ / shares					$ 11.50
Over-allotments
Organization And Basis Of Operations [Line Items]
Shares issued | shares		4,500,000			4,500,000
Private Placement Warrants
Organization And Basis Of Operations [Line Items]
Gross proceeds of shares issued		$ 6,900,000
Number of private sales | Private					2
Number of warrants | shares					6,266,667
Purchase price of warrants | $ / shares					$ 1.50
Proceeds from Private Placement Warrants					$ 9,400,000
Private Placement Warrants | Class A Common Stock
Organization And Basis Of Operations [Line Items]
Shares issued | shares	7,500,000
Shares issued, price per share | $ / shares	$ 10.00
Gross proceeds of shares issued	$ 75,000,000
Fast Radius Capital Stock and Vested RSUs | Merger Agreement
Organization And Basis Of Operations [Line Items]
Merger agreement period	5 years
Number of trading days	20 days
Number of consecutive trading day period	30 days
Fast Radius Capital Stock and Vested RSUs | Class A Common Stock | Merger Agreement
Organization And Basis Of Operations [Line Items]
Shares issued | shares	10,000,000
Fast Radius Earn Out Shares | Merger Agreement
Organization And Basis Of Operations [Line Items]
Number of equal tranches | Tranche	2
Fast Radius Earn Out Shares | Class A Common Stock | Merger Agreement
Organization And Basis Of Operations [Line Items]
Shares issued | shares	5,000,000
Fast Radius Earn Out Shares | Class A Common Stock | Merger Agreement | Minimum
Organization And Basis Of Operations [Line Items]
Shares issued, price per share | $ / shares	$ 15.00
Fast Radius Earn Out Shares | Class A Common Stock | Merger Agreement | Maximum
Organization And Basis Of Operations [Line Items]
Shares issued, price per share | $ / shares	$ 20.00

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Restatement of Previously Issued Consolidated Financial Statements - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total assets	$ 346,145,481	$ 346,145,481	$ 394,359
Total liabilities	26,557,185	26,557,185	$ 369,379
Operating results	(1,534,290)	(2,956,551)
Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Total assets	0	0
Total liabilities	$ 0	0
Operating results		$ 0
Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption, value	$ 10.00	$ 10.00
Minimum net tangible assets	$ 5,000,001	$ 5,000,001

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Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Restatement on Consolidated Financial Statement (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Feb. 28, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Feb. 11, 2021	Dec. 31, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption			$ 345,000,000	$ 345,000,000	$ 345,000,000		$ 345,000,000
Additional paid-in capital		$ 1,362,100	1,362,100		1,362,100	$ 1,362,100		$ 24,137
Retained earnings (Accumulated deficit)		(26,774,667)	(35,429,470)	(25,150,605)	(35,429,470)	(26,774,667)	(33,929,966)	(20)
Total stockholders' (deficit) equity		(25,411,704)	(34,066,507)	(25,149,742)	(34,066,507)	(25,411,704)	(33,929,103)	$ 24,980
Offering costs allocated to stockholders' equity	$ (18,855,685)
Share-based compensation, cash offering costs, and offering costs on Founder Shares issued to related party and directors			2,647,500		2,647,500
Accretion of Class A Common Stock to redemption value			$ (1,285,400)	$ (33,244,721)	$ (34,530,121)	(34,530,121)
Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption		$ 345,000,000				$ 345,000,000
Class A Common Stock Subject to Possible Redemption
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted			34,500,000	18,783,333	26,685,083
Basic and diluted earnings (net loss) per share			$ (0.24)	$ 0.30	$ (0.06)
Class A and B Non-Redeemable Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Basic and diluted earnings (net loss) per share			$ 0.00	$ 0.00	$ 0.00
Class B Non-Redeemable Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted		8,625,000	8,625,000	8,112,500	8,370,166	8,456,044
Basic and diluted earnings (net loss) per share		$ 0.20	$ (0.24)	$ 0.30	$ (0.06)	$ 0.17
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption			$ 305,933,489	$ 314,850,250	$ 305,933,489		306,070,895
Additional paid-in capital			10,278,770		10,278,770		5,749,492
Retained earnings (Accumulated deficit)			(5,280,021)	4,998,844	(5,280,021)		(750,742)
Total stockholders' (deficit) equity			5,000,003	5,000,008	5,000,003		5,000,002
Offering costs allocated to stockholders' equity			(35,641)	(18,855,685)	(18,891,326)
Share-based compensation, cash offering costs, and offering costs on Founder Shares issued to related party and directors			1,397,741		1,397,741
Change in value of common stock subject to possible redemption			8,916,760		8,916,760
Sale of Units in initial public offering, less fair value of public warrants				332,119,425	332,119,425
Forward purchase agreement				(1,508,461)	(1,508,461)
Common stock subject to possible redemption				(314,850,250)	(314,850,250)
As Previously Reported | Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock, Value			$ 391	$ 301	$ 391		389
As Previously Reported | Class A Common Stock Subject to Possible Redemption
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted			31,475,333	30,625,007	31,177,650
Basic and diluted earnings (net loss) per share			$ 0.00	$ 0.00	$ 0.00
As Previously Reported | Class A and B Non-Redeemable Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted			11,649,667	10,754,314	11,692,516
Basic and diluted earnings (net loss) per share			$ (0.88)	$ 0.74	$ (0.19)
As Previously Reported | Class B Non-Redeemable Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Basic and diluted earnings (net loss) per share			$ 0.00	$ 0.00	$ 0.00
Adjustment
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption			$ 39,066,511	$ 30,149,750	$ 39,066,511		38,929,105
Additional paid-in capital			(8,916,670)		(8,916,670)		(5,749,492)
Retained earnings (Accumulated deficit)			(30,149,451)	(30,149,449)	(30,149,451)		(33,179,224)
Total stockholders' (deficit) equity			(39,066,512)	(30,149,750)	(39,066,512)		(38,929,105)
Offering costs allocated to stockholders' equity			35,641	18,855,685	18,891,326
Share-based compensation, cash offering costs, and offering costs on Founder Shares issued to related party and directors			1,249,759		1,249,759
Change in value of common stock subject to possible redemption			(8,916,760)		(8,916,760)
Accretion of Class A Common Stock to redemption value			(1,285,400)	(33,244,721)	(34,530,121)
Sale of Units in initial public offering, less fair value of public warrants				(332,119,425)	(332,119,425)
Forward purchase agreement				1,508,461	1,508,461
Common stock subject to possible redemption				314,850,250	314,850,250
Adjustment | Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common Stock, Value			$ (391)	$ (301)	$ (391)		$ (389)
Adjustment | Class A Common Stock Subject to Possible Redemption
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted			3,024,667	(11,841,674)	(4,492,567)
Basic and diluted earnings (net loss) per share			$ (0.24)	$ 0.30	$ (0.06)
Adjustment | Class A and B Non-Redeemable Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted			(11,649,667)	(10,754,314)	(11,692,516)
Basic and diluted earnings (net loss) per share			$ 0.88	$ (0.74)	$ 0.19
Adjustment | Class B Non-Redeemable Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding, basic and diluted			8,625,000	8,112,500	8,370,166
Basic and diluted earnings (net loss) per share			$ (0.24)	$ 0.30	$ (0.06)

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Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Restatement on Consolidated Financial Statement (Parenthetical) (Details) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 11, 2021	Dec. 31, 2020
Class A Common Stock
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

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Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2021 USD ($) Class shares	Dec. 31, 2020 USD ($) shares
Summary Of Significant Accounting Policies [Line Items]
Total assets				$ 346,145,481	$ 394,359
Total liabilities				26,557,185	369,379
Cash				133,154	$ 24,980
Cash equivalents				0
Accretion of Class A common stock to redemption value	$ 1,285,400	$ 33,244,721	$ 34,530,121	34,530,121
Unrecognized tax benefits				0
Unrecognized tax benefits, accrued for interest and penalties				$ 0
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of classes of shares | Class				2
Federal Depository Insurance Coverage
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk				$ 250,000
Experienced Losses
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk				0
Significant Risks
Summary Of Significant Accounting Policies [Line Items]
Concentration of credit risk				$ 0
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Common stock subject to possible redemption | shares				34,500,000	34,500,000
ENNV Merger Sub, Inc.
Summary Of Significant Accounting Policies [Line Items]
Total assets				$ 0
Total liabilities				$ 0

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Summary of Significant Accounting Policies - Reconciliation of Earnings Per Share (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Summary Of Significant Accounting Policies [Line Items]
Net income (loss)	$ 8,654,803	$ (10,278,865)	$ 8,028,639		$ 6,404,577
Redeemable Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Net income (loss)	$ 6,923,842				$ 4,970,883
Weighted average shares outstanding, basic and diluted	34,500,000				29,318,681
Basic and diluted net earnings per share	$ 0.20				$ 0.17
Non-Redeemable Class B Common Stock
Summary Of Significant Accounting Policies [Line Items]
Net income (loss)	$ 1,730,961				$ 1,433,694
Weighted average shares outstanding, basic and diluted	8,625,000	8,625,000	8,112,500	8,370,166	8,456,044
Basic and diluted net earnings per share	$ 0.20	$ (0.24)	$ 0.30	$ (0.06)	$ 0.17

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Initial Public Offering - Additional Information (Details)			9 Months Ended
	Jul. 18, 2021 $ / shares shares	Feb. 11, 2021 $ / shares shares	Sep. 30, 2021 USD ($) Private $ / shares shares
Subsidiary or Equity Method Investee [Line Items]
Shares issued, price per share		$ 10.00
Purchase price of warrants			$ 11.50
Proceeds from Private Placement Warrants | $			$ 9,400,000
Class A Common Stock
Subsidiary or Equity Method Investee [Line Items]
Number of warrant holder to purchase share | shares			1
Initial Public Offering
Subsidiary or Equity Method Investee [Line Items]
Shares issued | shares		34,500,000	34,500,000
Shares issued, price per share		$ 10.00	$ 10.00
Initial Public Offering | Class A Common Stock
Subsidiary or Equity Method Investee [Line Items]
Purchase price of warrants			$ 11.50
Over-allotments
Subsidiary or Equity Method Investee [Line Items]
Shares issued | shares		4,500,000	4,500,000
Private Placement Warrants
Subsidiary or Equity Method Investee [Line Items]
Purchase price of warrants			$ 1.50
Number of private sales | Private			2
Number of warrants | shares			6,266,667
Proceeds from Private Placement Warrants | $			$ 9,400,000
Private Placement Warrants | Class A Common Stock
Subsidiary or Equity Method Investee [Line Items]
Shares issued | shares	7,500,000
Shares issued, price per share	$ 10.00

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Related Party Transactions - Additional Information (Details)					1 Months Ended	3 Months Ended	9 Months Ended
	Feb. 11, 2021 USD ($)	Jan. 26, 2021 USD ($) shares	Dec. 23, 2020 shares	Dec. 08, 2020 USD ($) shares	Jan. 31, 2021 shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Jul. 30, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) shares
Related Party Transaction [Line Items]
Gross proceeds of shares issued	$ 345,000,000
Aggregate founder shares forfeited | shares							1,125,000
Sale price of common stock per share | $ / shares						$ 12.00	$ 12.00
Sale of common stock per share trading days							20 days
Trading day period							30 days
Initial business combination period							150 days
Liability related to conversion option						$ 0	$ 0
Energy Capital Partners Management L P | Maximum
Related Party Transaction [Line Items]
Related party transaction, agreed loan amount		$ 300,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Payment made to an affiliate of sponsor							10,000
Expenses related to administrative support services						30,000	77,143
Expenses related to administrative support services included in accounts payable						10,000	10,000		$ 0
Unsecured Promissory Note
Related Party Transaction [Line Items]
Principal amount								$ 1,500,000
Note convertible price | $ / shares								$ 1.50
Debt instrument loan amount						$ 399,702	$ 399,702
Class B Common Stock
Related Party Transaction [Line Items]
Reverse stock split, description							6-for-5 reverse stock split
Common stock, shares outstanding | shares						8,625,000	8,625,000		8,625,000
Stock split ratio			0.833
Class B Common Stock | Tracy McKibben
Related Party Transaction [Line Items]
Number of shares transferred to founder by sponsor | shares					35,000
Class B Common Stock | Kathryn E. Coffey
Related Party Transaction [Line Items]
Number of shares transferred to founder by sponsor | shares					35,000
Class B Common Stock | Richard Burke
Related Party Transaction [Line Items]
Number of shares transferred to founder by sponsor | shares					35,000
Class B Common Stock | David Lockwood
Related Party Transaction [Line Items]
Number of shares transferred to founder by sponsor | shares					35,000
Class B Common Stock | Founder Shares
Related Party Transaction [Line Items]
Gross proceeds of shares issued				$ 25,000
Shares issued | shares				8,625,000
Reverse stock split, description							6-for-5 reverse stock split
Common stock, shares outstanding | shares		8,625,000	7,187,500
Stock split ratio		0.833

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Commitments & Contingencies - Additional Information (Details) - USD ($)			9 Months Ended
	Feb. 11, 2021	Jan. 24, 2021	Sep. 30, 2021	Jul. 18, 2021
Commitments And Contingencies [Line Items]
Percentage of payments holders entitled			2.00%
Registration default percentage per month			2.00%
Purchase price of warrants			$ 11.50
Offering costs related to fair value instrument of founder shares transferred to sponsor			$ 1,249,759
Forward Purchase Agreement | Goldman Sachs Asset Management, L.P.
Commitments And Contingencies [Line Items]
Number of units issuable under forward purchase agreement		5,000,000
Number of shares consist of forward purchase unit		1
Number of warrants consist in one warrants of forward purchase unit		0.25
Forward purchase units issuable price per share		$ 10.00
Forward purchase units aggregate maximum amount issuable		$ 50,000,000
Number of warrant holder to purchase share		1
Purchase price of warrants		$ 11.50
Number of shares transferred to founder by sponsor	345,000
Offering costs related to fair value instrument of founder shares transferred to sponsor	$ 1,250,000
Reduction of temporary equity, founder shares transferred to sponsor			$ 1,200,000
Number of shares forfeit and return to sponsor by founder	172,500
Number of shares forfeit and return to sponsor by founder based on sponsor owned number of shares less than number of public shares purchased at closing of initial public offering	172,500
Forward Purchase Agreement | Minimum | Goldman Sachs Asset Management, L.P.
Commitments And Contingencies [Line Items]
Number of units issuable under forward purchase agreement	2,500,000
Side Letter | Forward Purchase Agreement | Goldman Sachs Asset Management, L.P.
Commitments And Contingencies [Line Items]
Number of units issuable under forward purchase agreement				2,500,000
Forward purchase units issuable price per share				$ 10.00
Forward purchase units aggregate amount issuable				$ 25,000,000
Over-allotments
Commitments And Contingencies [Line Items]
Additional units purchased on pro rata basis			4,500,000
Shares issued	4,500,000		4,500,000
Deferred fee per unit	$ 0.35
Deferred fee amount	$ 12,075,000

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Warrant Liabilities - Additional Information (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Class Of Warrant Or Right [Line Items]
Number of fractional shares issued upon exercise of public warrant | shares	0
Warrants exercisable period after completion of business combination	30 days
Warrants exercisable period from closing of initial public offering	12 months
Maximum number of business days after closing of initial business combination to file with SEC and have an effective registration statement.	20 days
Purchase price of warrants	$ 11.50
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation	5 years
Warrants will not be transferable, assignable or saleable, number of days after completion of business combination	30 days
Class A Common Stock
Class Of Warrant Or Right [Line Items]
Maximum effective issue price to closing of business combination	$ 9.20
Minimum percentage of total equity proceeds from issuances	60.00%
Number of trading days period starting on trading day prior to date on which company consummates initial business combination	20 days
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price	115.00%
Number of trading days ending on third trading day prior to date on which notice of redemption sent to holders of warrants	10 days
Class A Common Stock | Redemption of Warrants When Price Per Share Equals or Exceeds 18
Class Of Warrant Or Right [Line Items]
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price	180.00%
Redemption of warrants price per share	$ 18.00
Redemption price per warrant	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days
Minimum price per share required for redemption of warrants	$ 18.00
Warrants redemption covenant, threshold trading days	20 days
Warrants redemption covenant threshold consecutive trading days	30 days
Period of availability of current prospectus throughout redemption	30 days
Class A Common Stock | Redemption of Warrants When Price Per Share Equals or Exceeds 10
Class Of Warrant Or Right [Line Items]
Redemption of warrants price per share	$ 10.00
Minimum period of prior written notice of redemption of warrants	30 days
Adjusted last reported sale price per share on trading day	$ 10.00

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Stockholders' Deficit - Additional Information (Details)			9 Months Ended
	Jan. 26, 2021 shares	Dec. 23, 2020 shares	Sep. 30, 2021 $ / shares shares	Jun. 30, 2021 $ / shares	Mar. 31, 2021 $ / shares	Feb. 11, 2021 $ / shares	Dec. 31, 2020 $ / shares shares
Class Of Stock [Line Items]
Preferred stock, shares authorized			1,000,000				1,000,000
Preferred stock, par value | $ / shares			$ 0.0001				$ 0.0001
Preferred stock, shares issued			0				0
Preferred stock, shares outstanding			0				0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized			100,000,000				100,000,000
Common stock, par value | $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, voting rights			one vote for each share
Common stock, shares issued subject to possible redemption			34,500,000
Common stock, shares outstanding subject to possible redemption			34,500,000
Common stock, shares outstanding			0				0
Common stock, shares issued			0				0
Class B Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized			10,000,000				10,000,000
Common stock, par value | $ / shares			$ 0.0001				$ 0.0001
Common stock, voting rights			each share of common stock entitling the holder to one vote
Reverse stock split, description			6-for-5 reverse stock split
Stock split ratio		0.833
Common stock, shares outstanding			8,625,000				8,625,000
Common stock, shares issued			8,625,000				8,625,000
Common stock, conversion of shares			one-for-one basis
Percentage of shares outstanding upon conversion			20.00%
Class B Common Stock | Founder Shares
Class Of Stock [Line Items]
Reverse stock split, description			6-for-5 reverse stock split
Stock split ratio	0.833
Common stock, shares outstanding	8,625,000	7,187,500
Stock split ratio, description			5-for-6 split

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Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details)	Sep. 30, 2021 USD ($)
Level 1 | Money Market Funds | Marketable Securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Investment, Fair Value	$ 345,026,384

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Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details)	Sep. 30, 2021 USD ($)
Derivative liabilities:
Total Derivative liabilities	$ 12,412,430
Public Warrants
Derivative liabilities:
Total Derivative liabilities	7,131,150
Private Placement Warrants
Derivative liabilities:
Total Derivative liabilities	5,181,280
Forward Purchase Agreement
Derivative liabilities:
Total Derivative liabilities	100,000
Level 1
Derivative liabilities:
Total Derivative liabilities	7,131,150
Level 1 | Public Warrants
Derivative liabilities:
Total Derivative liabilities	7,131,150
Level 2
Derivative liabilities:
Total Derivative liabilities	5,181,280
Level 2 | Private Placement Warrants
Derivative liabilities:
Total Derivative liabilities	5,181,280
Level 3
Derivative liabilities:
Total Derivative liabilities	100,000
Level 3 | Forward Purchase Agreement
Derivative liabilities:
Total Derivative liabilities	$ 100,000

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Fair Value Measurements - Additional Information (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2021 $ / shares
Fair Value Disclosures [Abstract]
Public warrants threshold waiting period		52 days
Forward purchase agreement purchase price upon business combination | $ / shares	$ 10	$ 10
Fair value transfers between Levels 1, 2 and 3 | $	$ 0

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Fair Value Measurements - Summary of Changes in Fair Value of Derivative Liabilities (Details) - Warrants - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value of liability, Beginning balance	$ 23,747,676	$ 22,597,083	$ 14,692,363
Recognized gain loss on change in fair value	9,055,313	10,184,653	(7,904,720)
Fair value of liability, Ending balance	14,692,363	12,412,430	22,597,083
Public Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value of liability, Beginning balance	12,880,575	12,075,000	7,927,238
Recognized gain loss on change in fair value	4,953,337	4,943,850	(4,147,762)
Fair value of liability, Ending balance	7,927,238	7,131,150	12,075,000
Private Placement Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value of liability, Beginning balance	9,358,640	8,773,333	5,759,693
Recognized gain loss on change in fair value	3,598,947	3,592,053	(3,013,640)
Fair value of liability, Ending balance	5,759,693	5,181,280	8,773,333
Forward Purchase Agreement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value of liability, Beginning balance	1,508,461	1,748,750	1,005,432
Recognized gain loss on change in fair value	503,029	1,648,750	(743,318)
Fair value of liability, Ending balance	$ 1,005,432	$ 100,000	$ 1,748,750