0001193125-21-251493 | S-1 | XBRL Viewer

Cover Page	6 Months Ended
Jun. 30, 2021
Cover [Abstract]
Document Type	S-1
Entity Registrant Name	Matterport, Inc./DE
Amendment Flag	false
Entity Filer Category	Non-accelerated Filer
Entity Central Index Key	0001819394
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

CONDENSED BALANCE SHEET - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 381,644	$ 633,266
Prepaid assets	696,434	897,754
Total current assets	1,078,078	1,531,020
Deferred tax asset	0	26,273
Investments and cash held in Trust Account	345,030,934	345,008,625
Total assets	346,109,012	346,565,918
Current liabilities:
Accrued expenses, formation and offering costs	3,632,513	475,462
Related party note	1,100,000	0
State franchise tax accrual	77,923	55,241
Total current liabilities	72,796,936	18,690,703
Deferred underwriting compensation	12,075,000	12,075,000
Total liabilities	84,871,936	30,765,703
Commitments and contingencies
Class A subject to possible redemption, 34,500,000 shares at December 31, 2020 (at redemption value of $10 per share)	345,000,000	345,000,000
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in-capital	0	0
Accumulated deficit	(83,763,787)	(29,200,648)
Total stockholders' equity (deficit)	(83,762,924)	(29,199,785)
Total liabilities and stockholders' equity (deficit)	346,109,012	346,565,918
Class A Common Stock
Stockholders' equity (deficit):
Common stock value	0	0
Class F Common Stock
Stockholders' equity (deficit):
Common stock value	863	863
Total stockholders' equity (deficit)	863	863
Public Warrants
Current liabilities:
Warrants derivative liability	41,331,000	11,040,000
Private Warrants
Current liabilities:
Warrants derivative liability	$ 26,655,500	$ 7,120,000

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020	Dec. 15, 2020
Class A subject to possible redemption, shares		34,500,000
Class A subject to possible redemption, redemption value per share		$ 10.00
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	440,000,000	440,000,000
Class A Common Stock
Class A subject to possible redemption, shares	34,500,000	34,500,000
Class A subject to possible redemption, redemption value per share	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Professional fees and other expenses	$ (1,385,578)	$ (4,624,546)	$ (78,494)
State franchise taxes, other than income tax	(50,000)	(100,000)	(55,241)
Change in fair value of warrant liability	(23,154,000)	(49,826,500)	(794,500)
Allocated expense for warrant issuance cost			(607,898)
Net loss from operations	(24,589,578)	(54,551,046)	(1,536,133)
Other income—interest and dividend income	8,603	22,310	8,625
Loss before income taxes	(24,580,975)	(54,528,736)	(1,527,508)
Income tax valuation allowance		(26,273)	26,273
Net loss attributable to common shares	(24,580,975)	(54,555,009)	$ (1,501,235)
Class A Common Stock
Net loss attributable to common shares	$ (19,664,780)	$ (43,650,511)
Net loss per ordinary share:
Common stock - basic and diluted	$ (0.57)	$ (1.27)	$ (2.14)
Class F Common Stock
Net loss attributable to common shares	$ (4,916,195)	$ (10,912,628)
Net loss per ordinary share:
Common stock - basic and diluted	$ (0.57)	$ (1.27)	$ (2.14)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Initial Public Offering	Class A Common Stock	Class A Common Stock Initial Public Offering	Class F Common Stock	Additional Paid-In Capital	Accumulated Deficit
Beginning Balance at Jun. 28, 2020	$ 0		$ 0		$ 0	$ 0	$ 0
Beginning Balance, (in shares) at Jun. 28, 2020			0		0
Sale of Class F Common Stock, par value $0.0001 per share, to Sponsor on July 24, 2020	25,000				$ 1,725	23,275
Sale of common stock (in shares)		34,500,000		34,500,000	17,250,000
Surrender of Class F Common Stock, par value $0.0001 per share, by Sponsor on October 1, 2020					$ (862)	862
Surrender of Class F common stock, par value $0.0001 per share, by Sponsor on October 1, 2020 (in shares)					(8,625,000)
Stock dividend of Class F Common Stock, par value $0.0001 per share, to Sponsor on October 23, 2020					$ 647	(647)
Stock dividend of Class F common stock, par value $0.0001 per share, to Sponsor on October 23, 2020 (in shares)					6,468,750
Surrender of Class F Common Stock, par value $0.0001 per share, by Sponsor on November 13, 2020					$ (647)	647
Surrender of Class F common stock, par value $0.0001 per share, by Sponsor on November 13, 2020 (in shares)					(6,468,750)
Proceeds from initial public offering of Units on December 15, 2020 at $10.00 per Unit				$ 3,450
Excess of fair value paid by founders for warrants	2,091,500					2,091,500
Subsequent measurement under ASC 480-10-S99 against additional paid-in capital	(2,115,637)					$ (2,115,637)
Class A common stock subject to possible redemption; 34,500,000 shares at a redemption price of $10.00			$ (3,450)
Class A common stock subject to possible redemption; 34,500,000 shares at a redemption price of $10.00 (in shares)			(34,500,000)
Subsequent measurement under ASC 480-10-S99 against accumulated deficit	(27,699,413)						(27,699,413)
Net loss	(1,501,235)						(1,501,235)
Ending Balance at Dec. 31, 2020	(29,199,785)				$ 863		(29,200,648)
Ending Balance, (in shares) at Dec. 31, 2020					8,625,000
Sale of common stock (in shares)				34,500,000
Subsequent measurement under ASC 480-10-S99 against accumulated deficit	(8,130)						(8,130)
Net loss	(54,555,009)		$ (43,650,511)		$ (10,912,628)		(54,555,009)
Ending Balance at Jun. 30, 2021	(83,762,924)				$ 863		(83,763,787)
Ending Balance, (in shares) at Jun. 30, 2021					8,625,000
Beginning Balance at Mar. 31, 2021	(59,181,949)				$ 863		(59,182,812)
Beginning Balance, (in shares) at Mar. 31, 2021					8,625,000
Net loss	(24,580,975)		$ (19,664,780)		$ (4,916,195)		(24,580,975)
Ending Balance at Jun. 30, 2021	$ (83,762,924)				$ 863		$ (83,763,787)
Ending Balance, (in shares) at Jun. 30, 2021					8,625,000

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (54,555,009)	$ (1,501,235)
Changes in state franchise tax accrual	22,682	55,241
Changes in prepaid assets	201,320	(897,754)
Changes in accrued expenses, formation and offering costs	3,157,051	4,000
Issuance costs related to warrant liability		607,898
Changes in fair value warrants derivative liability	49,826,500	794,500
Changes in deferred income tax	26,273	(26,273)
Net cash used in operating activities	(1,321,183)	(963,623)
Cash used in investing activities:
Cash deposited in Trust Account		(345,000,000)
Interest and dividends reinvested in the Trust Account	(22,309)	(8,625)
Net cash used in investing activities	(22,309)	(345,008,625)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering		345,000,000
Proceeds from sale of Class F Common Stock to Sponsor		25,000
Proceeds from sale of Private Placement Warrants to Sponsor		8,900,000
Proceeds from notes and advances payable – related party	1,100,000	300,000
Repayment of notes and advances payable – related party		(300,000)
Payment of underwriters' discounts and commissions		(6,900,000)
Payment of accrued offering costs	(8,130)	(419,486)
Net cash provided by financing activities	1,091,870	346,605,514
Increase in cash	(251,622)	633,266
Cash at beginning of period	633,266
Cash at end of period	381,644	633,266
Supplemental disclosure of income and franchise taxes paid:
Deferred underwriting compensation		12,075,000
Accrued deferred costs charged to paid-in capital		$ 471,462
Cash paid for income and state franchise taxes	$ 77,318

Organization and Business Operations

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

1.	Organization and Business Operations

Organization and General

As of June 30, 2021, Gores Holdings VI, Inc. (the “Company”), our predecessor, was a blank check company incorporated in Delaware on

June 29, 2020

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As of June 30, 2021, the Company had not engaged in any operations, other than to identify and consummate an initial business combination, and had not generated any operating revenue to date. The Company’s management had broad discretion with respect to the initial business combination. The Company’s Sponsor was Gores Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The Company selected December 31st as its fiscal

year-end

The Company completed its initial public offering (the “Public Offering”) on December 15, 2020 (the “IPO Closing Date”). As of June 30, 2021, the Company had not generated any operating revenues. Following the Public Offering, the Company generated

non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below).

Upon the IPO Closing Date

and the sale of the Private Placement Warrants, an aggregate of $

345,000,000

was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee

. Funds held in the Trust Account were permitted to be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five

(185

) days or less or in money market funds meeting certain conditions under

Rule 2a-7

under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of June 30, 2021, the Trust Account consisted of money market funds

As of June 30, 2021, the Company’s amended and restated certificate of incorporation provided for the Company to have until December 15, 2022 to complete an initial business combination or obtain a Charter Extension from Shareholders. On July 22, 2021, the Company completed the previously announced business combination with Matterport, Inc., which is discussed in greater detail in Note 11.

Emerging Growth Company

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

1.	Organization and Business Operations

Organization and General

Gores Holdings VI, Inc. (the “Company”) was incorporated in Delaware on June 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal

year-end.

At December 31, 2020, the Company had not commenced any operations. All activity for the period from June 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on December 15, 2020 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate

non-operating

Proposed Matterport Business Combination

On February 7, 2021, the Company entered into a Merger Agreement, by and among the Company, First Merger Sub, Second Merger Sub, and Matterport, which provides for, among other things: (a) the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Second Merger. The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation.

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company on February 7, 2021 and the Matterport Board on February 7, 2021.

The Merger Agreement

Merger Consideration

Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Matterport’s common stock, par value $0.001 per share (“Matterport Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Class A common stock, par value $0.0001 per share (“Company Class A common stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and each share of Matterport’s preferred stock, par value $0.001 per share (“Matterport Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A common stock equal to the Per Share Company Preferred Stock Consideration (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A common stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Business Combination”) to be listed on the Nasdaq Capital Market (the “Nasdaq”) at the closing of the Business Combination.

Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders and holders of equity awards of Matterport will be an aggregate number of shares, or equity awards exercisable for shares, of Company Class A common stock (deemed to have a value of $10.00 per share) equal to $2,188,750,000, divided by $10.00.

In addition to the consideration to be paid at the closing of the Business Combination, stockholders of Matterport will be entitled to receive their pro rata share of an additional number

of earn-out shares

from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders.

Treatment of Matterport’s Equity Awards

Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Matterport’s stock options, to the extent then outstanding and unexercised, will automatically be converted into (a) an option to acquire a certain number of shares of Company Class A common stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share and (b) the right to receive a pro rata portion of a number

of earn-out shares

from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement (including that such right to

receive earn-out shares

is conditional on the holder continuing to provide services to the Company), up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion.

Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Matterport’s restricted stock units, to the extent then unvested and outstanding, will automatically be converted into (a) an award of restricted stock units covering a certain number of shares of Company Class A common stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration) and (b) the right to receive a pro rata portion of a number

of earn-out shares

from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement (including that such right to

receive earn-out shares

is conditional on the holder continuing to provide services to the Company), up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Each such converted restricted stock unit will be subject to the same terms and conditions as were applicable immediately prior to such conversion.

Private Placement Subscription Agreements

On February 7, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors, including certain individuals (each, an “Individual Investor Subscription Agreement”), institutional investors (each, an “Institutional Investor Subscription Agreement”) and Gores Sponsor VI LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 29,500,000 shares of Class A common stock in a private placement for $10.00 per share (the “Private Placement”). The proceeds from the Private Placement will remain on the Company’s balance sheet following the consummation of the Business Combination.

Financing

Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee.

The Company intends to finance the Proposed Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants.

Trust Account

Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under

Rule 2a-7

under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of December 31, 2020, the Trust Account consisted of cash and money market funds.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within

months from the IPO Closing Date; or (iii) the redemption of

100

% of the public shares of common stock if the Company is unable to complete a Business Combination within

months from the IPO Closing Date, subject to the requirements of law and stock exchange rules.

Business Combination

The Company’s management

as broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination, including the Proposed Business Combination.

The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. For business and other reasons, the Company has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote to approve the Proposed Business Combination rather than a tender offer.

As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at redemption amount and classified as temporary equity, in accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99 in subsequent periods

The Company will have 24 months from the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations

except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period.

Emerging Growth Company

non-emerging

Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

2.	Significant Accounting Policies

Basis of Presentation

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

rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of results that may be expected for the full year or any other period. The Company was formed on June 29, 2020. There were no activity from inception to June 30, 2020, therefore, these financials statements do not include comparative statements to prior 2020 periods

Net Income/(Loss) Per Common Share

As of June 30, 2021, the Company had two classes of shares, which are referred to as Class A Common Stock (the “Class A Common Stock”) and Class F Common Stock (the “Founders Shares” or the “Class F Common Stock”). Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to

purchase 11,350,000 shares of

Class A Common

Stock at $11.50 per share were issued on December 15, 2020. No

warrants were exercised during the six months ended June 30,

2021. The 11,350,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share in 2021 as the Company had a net loss for the period. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period.


	For the Three Months Ended June 3 0 , 2021						For the Six Months Ended June 30, 2021
	Class A			Class F			Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(19,664,780	)	$	(4,916,195	)	$	(43,650,511	)	$	(10,912,628	)

Denominator:
Weighted-average shares outstanding		34,500,000			8,625,000			34,500,000			8,625,000
Basic and diluted net income/(loss) per share	$	(0.57	)	$	(0.57	)	$	(1.27	)	$	(1.27	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet

Offering Costs

The Company complies with the requirements of ASC

340-10-S99-1

were charged to equity upon the completion of our Public Offering.

Redeemable Common Stock

As discussed in Note 4, all of the 34,500,000 Class A

Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity.

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.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “

Income Taxes

.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

For those liabilities or benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at

June 30

, 2021.

The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.

Investments and Cash Held in Trust Account

June 30

, 2021, the Company had $345,030,934

in the Trust Account which may be utilized for Business Combinations. At June 30, 2021, the Trust Account consisted of money market funds.

At June 30, 2021, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any public shares of Class A Common Stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem

100% of such public shares of common stock if the Company does not complete an initial business combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of Class A Common Stock if the Company had been unable to complete an initial business combination within 24 months from the IPO Closing Date,

subject to the requirements of law and stock exchange rules.

Warrant Liability

The Company accounts for warrants for shares of the Company’s Class A Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s the statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be

re-evaluated

on a regular basis or if a business combination is completed where the impact could be material.

3.	Significant Accounting Policies

Basis of Presentation

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

he accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2020 and the results of operations and cash flows for the periods presented. Operating results for the period ended December 31, 2020 are not necessarily indicative of results that may be expected for the full year or any other period.

Net Loss Per Common Share

The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class F Common Stock (the “Founders Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 11,350,000 shares of Common Stock at $11.50 per share were issued on December 15, 2020. No warrants were exercised during the year ended December 31, 2020. The 11,350,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share in 2020 as the Company had a

et loss for the year

As a result, diluted n

t income/(loss) per common share is the same as basic net income/(loss) per common share for the period.


	For the Period from June 29, 2020 (inception) to December 31, 2020
	Class A			Class F
Basic and diluted net loss per share :
Numerator:
Allocation of net loss including accretion of temporary equity	$	(6,786,239	)	$	(24,530,046	)

Denominator:
Weighted-average shares outstanding		3,170,550			11,457,666
Basic and diluted net loss per share	$	(2.14	)	$	(2.14	)

Concentration of Credit Risk

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “

Fair Value Measurements and Disclosures

,” approximates the carrying amounts represented in the balance sheet.

Offering Costs

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to equity upon the completion of our Public Offering. Accordingly, offering costs totaling

19,258,050

were charged to equity. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling

$607,898

that were previously recognized in equity are now reflected as an expense on the statement of operations.

Redeemable Common Stock

As discussed in Note 4

, all of the 34,500,000

Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company had previously classified 1,603,979 shares in permanent equity given its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than

$5,000,001

. The Company restated its financial statements to classify all Class A Common Stock as redeemable as the threshold in its charter does not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

Use of Estimates

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “

Income Taxes

For those liabilities or benefits to be recognized, a tax position must be

more-likely-than-not

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.

Investments and Cash Held in Trust Account

At December 31, 2020, the Company had $345,008,625 in the Trust Account which may be utilized for Business Combinations. At December 31, 2020, the Trust Account consisted of cash and money market funds

The Company’s amended and restated

ertificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules

Warrant Liability

The Company accounts for warrants for shares of the Company’s common st

ck that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be

recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation model (see Note 9).

Recently issued accounting pronouncements not yet adopted

re-evaluated

on a regular basis or if a business combination is completed where the impact could be material.

Going Concern Consideration

If the Company does not complete its Business Combination by December 15, 2022, 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 100% of the common stock sold as part of the units in the Public Offering, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, 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.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 15, 2022, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.

In addition, at December 31, 2020, the Company had current liabilities of

18,690,703

and working capital of ($

17,159,683

), the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2, 3, and 9. Other amounts related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2020 and amounts are continuing to accrue.

Public Offering

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Public Offering [Abstract]

Public Offering

3.	Public Offering

Public Units

On December 15, 2020, the

Company sold

34,500,000

units at a price of $

10.00

per unit (the “Units”), including

4,500,000

Units as a result of the underwriters’

full

exercise of their over-allotment option, generating gross proceeds of $

345,000,000

. Each Unit consists of

one

share of the Company’s Class A common stock, $

0.0001

par value, and

one-fifth

of one redeemable Class A common stock purchase warrant (the “Warrants”). Each Whole Warrant entitles the holder to purchase

one

share of Class A common stock for $

11.50

per share. Each Warrant will become exercisable on the later of

days after the completion of the Business Combination or

months from the IPO Closing Date and will expire

five years

after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the

month

period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. Th

Company did not

register the shares of common stock issuable upon exercise of the Warrants under the Securities Act or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00% ($6,900,000) of the per Unit offering price to the underwriter

at the IPO Closing Date, with an additional fee (the “Deferred Discount”) of 3.50% ($12,075,000) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts

held

in the Trust Account solely in the event the Company completes its

Business Combination.

The public warrants

issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in ASC Topic

815-40

“

Derivatives and Hedging – Contracts in Entity’s Own Equity

.” The fair value of the public warrants at December 31, 2020 was a liability of

$11,040,000. At

June 30

, 2021, the fair value has increased to $41,331,000. The change in fair value of $30,291,000 is reflected as an expense in the

statement of operations.

All of the

34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in ASC

470-20

Our shares of Class A Common Stock are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional

paid-in

capital).

As of June 30, 2021, the Class

A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was recognized on December 31, 2020, and there has been $8,130 of additional

accretion for the six months ended June 30, 2021:


	As of June 3 0 , 2021
Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants	$	(10,557,000	)
Class A shares issuance costs	$	(19,266,180	)

Plus:
Accretion of carrying value to redemption value	$	(29,823,180	)

Contingently redeemable Class A Common Stock	$	345,000,000

4 .	Public Offering

Public Units

On December 15, 2020, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriters’

full

exercise of their over-allotment option,

generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and

one-fifth

of one redeemable Class A common stock purchase warrant (the “Warrants”). Each Whole Warrant entitles the holder to purchase one share of Class A common stock for $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the IPO Closing Date and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However,

if the Company does not complete the

Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of

2.00% ($6,900,000) of the per Unit offering price to the underwriter at the IPO Closing Date, with an additional fee (the “Deferred Discount”) of 3.50% ($12,075,000) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in ASC 815-40. The fair value of the public warrants at issuance date was a liability of $10,557,000. At December 31, 2020, the fair value has increased to $11,040,000. The change in fair value of $483,000 is reflected as an expense on the statement of operations.

All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in ASC 470-20.

Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of December 31, 2020, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:


	As of December 31, 2020
Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants	$	(10,557,000	)
Class A shares issuance costs	$	(19,258,050	)

Plus:
Accretion of carrying value to redemption value	$	(29,815,050	)

Contingently redeemable Class A Common Stock	$	345,000,000

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Related Party Transactions

4.	Related Party Transactions

Founder Shares

On July 24, 2020, the Sponsor purchased 17,250,000 shares of Class F Common Stock for $25,000, or approximately $0.001 per share. On October 1, 2020, the Sponsor surrendered 8,625,000 Founder Shares to us for no consideration, on October 23, 2020, the Company effected a stock dividend with respect to its Class F Common Stock of 6,468,750 shares thereof and on November 13, 2020 the Sponsor surrendered 6,468,750 Founder Shares to us for no consideration, resulting in an aggregate of 8,625,000 outstanding shares of Class F Common Stock. As a result of such surrender, the

per-share

Founder Shares to each of the independent directors at their original purchase price. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination

on a

one-for-one

sis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation in effect as of June 30, 2021.

The sale of the Founders Shares is in the scope of ASC 718, “Compensation-Stock Compensation.” Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the

Founders Shares.

Private Placement Warrants

The Sponsor purchased

from the Company an aggregate of

4,450,000

warrants at a price of $

2.00

per warrant (a purchase price of $

8,900,000

) in a private placement that occurred simultaneously with the Public

Offering (the “Private Placement Warrants”). Each Private Placement Warrant

entitles

the holder to

purchase

one

share of Class A Common Stock at

$11.50

per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination.

The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees

If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the Public Warrants, the Private Warrants are accounted for as liabilities under ASC Topic

814-40,

due to their terms

Registration Rights

such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on December 15, 2020. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor Loan

On July 24, 2020, Company borrowed $300,000 by the issuance of an unsecured promissory note from the Sponsor for $300,000 to cover expenses related to the Public Offering. This Note was

non-interest

bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. This Note was repaid in full upon the completion of the Public Offering.

On March 19, 2021, the Sponsor made available to the Company a loan of up to $2,000,000

pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of:

(i) January 31, 2022

or (ii) the date on which the Company consummates the Business Combination. As of June 30, 2021, the amount advanced by Sponsor to the Company was

$1,100,000.

Administrative Services Agreement

The Company entered into an administrative services agreement on December 10, 2020, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.

For the six months ended June 30, 2021, the Company had paid the affiliate

$120,000.

5.	Related Party Transactions

Founder Shares

On July 24, 2020

, the Sponsor purchased 17,250,000 shares of Class F Common Stock for $25,000, or approximately $0.001 per share. On October 1, 2020, the Sponsor surrendered 8,625,000 Founder Shares to us for no consideration, on October 23, 2020, the Company effected a stock dividend with respect to its Class F Common Stock of 6,468,750 shares thereof and on November 13, 2020 the Sponsor surrendered 6,468,750 Founder Shares to us for no consideration, resulting in an aggregate of 8,625,000 outstanding shares of Class F Common Stock. As a result of such surrender, the

per-share

purchase price increased to approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Public Offering. On September 11, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a

one-for-one

basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation.

As of December 31, 2020, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied by the grant date fair value per share

(

unless

subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Private Placement Warrants

The Sponsor purchased from the Company an aggregate of 4,450,000 warrants at a price of $2.00 per warrant (a purchase price of $8,900,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A p

rtion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination.

The Private Placement Warrants have terms and provisions that are identical to those of the

public

warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the

Company, the

Sponsor and the other security holders named

therein

on December 15, 2020. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor Loan

On July 24, 2020, Company borrowed $300,000 by the issuance of an unsecured promissory note from the

Sponsor

for $300,000 to cover expenses related to the Public Offering. This Note was

non-interest

bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. This Note was repaid in full upon the completion of the Public Offering.

Administrative Services Agreement

For the period commencing December 10, 2020 through December 31, 2020 the Company has paid the affiliate $13,548.

Fair Value Measurement

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurement

8.	Fair Value Measurement

The Company complies with ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

Warrants

The Company has determined that warrants issued in connection with its initial public offering in December 2020 are subject to treatment as a liability. The Company utilizes a Monte Carlo simulation methodology to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. At December 31, 2020, there were observable transactions in the Company’s public warrants and correspondingly an implied volatility. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of an initial business combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At June 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $5.99 at June 30, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants.

The Public Warrants were classified as Level 2 measurement as of December 31, 2020 and Level 1 measurement as of June 30, 2021. The Private Warrants were classified as Level 2 as of December 31, 2020 and June 30, 2021.

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows as of December 31, 2020:



Volatility		21.0	%
Risk-free interest rate		0.43	%
Warrant exercise price	$	11.50
Expected term		5.5

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis.

As of June 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were

$26.7 million and $41.3 million, respectively, based on the closing price of GHVIW on that date of $5.99.

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $7.1 million and $11.0 million, respectively, based on the closing price of GHVIU on that date of $10.60.

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


	Private Placement Warrants		Public Warrants		Total Warrant Liabilities
Fair value at December 31, 2020	$	7,120,000	$	11,040,000	$	18,160,000
Change in fair value		19,535,500		30,291,000		49,826,500
Fair value at June 30, 2021	$	26,655,500	$	41,331,000	$	67,986,500

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:


Description	June 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments and cash held in Trust Account	$	345,030,934	$	345,030,934	$	—	$	—
Public warrants		41,331,000		41,331,000		—		—
Private placement warrants		26,655,500		—		26,655,500		—

Total	$	413,017,434	$	386,361,934	$	26,665,500	$	—

9 .	Fair Value Measurement

The Company complies with FASB ASC 820,

Fair Value Measurements

, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

Warrants

The Warrants were classified as Level 2 at the respective measurement dates.

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods:


	As of
	December 11, 2020 1			December 31, 2020
Implied volatility		21	%		21	%
Risk-free interest rate		0.43	%		0.43	%
Warrant exercise price	$	11.50		$	11.50
Expected term		5.5			5.5

1	The date the Company was first listed on the Nasdaq and the date for which trade information is first available.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of December 31, 2020 is classified as Level 2 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities.

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


	Private placement warrants		Public warrants		Total warrant liabilities
Fair value when issued (December 11, 2020)	$	6,808,500	$	10,557,000	$	17,365,500
Change in fair value from inception	$	311,500	$	483,000	$	794,500
Fair value at December 31, 2020	$	7,120,000	$	11,040,000	$	18,160,000

The following tab

e presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:


Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments and cash held in Trust Account		345,008,625		345,008,625		—		—
Public warrants		11,040,000		—		11,040,000		—
Private placement warrants		7,120,000		—		7,120,000		—

Total	$	363,168,625	$	345,008,625	$	18,160,000	$	—

- Definition

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

+ References + Details

Subsequent Events

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

11.	Subsequent Events

Management has performed an evaluation of subsequent events through August 16, 2021 of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the notes to the financial statements.

On July 22, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated February 7, 2021 (the “Merger Agreement”), by and among the Company, Maker Merger Sub, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of the Company, Maker Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of the Company, and Matterport, Inc. (“Legacy Matterport”).

In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from Gores Holdings VI, Inc. to Matterport, Inc. As a result of the Business Combination and the other transactions contemplated by the Merger Agreement, First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “First Merger”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Matterport merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC” (the “Mergers”).

As a result of the First Merger, each share of outstanding capital stock of Legacy Matterport was cancelled and converted into the right to receive the merger consideration in accordance with the terms of the Merger Agreement, with the Company owning 100% of the outstanding capital stock of Legacy Matterport as the surviving corporation of the First Merger (the “Surviving Corporation”). As a result of the Second Merger, the Company owns 100% of the outstanding interests in the surviving entity of the Second Merger (the “Surviving Entity”). Following the closing of the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests in the Surviving Entity and its subsidiaries, and the stockholders of Legacy Matterport as of immediately prior to the effective time of the First Merger (the “Matterport Stockholders”) hold a portion of our Class A Common Stock.

The aggregate merger consideration paid in connection with the Business Combination was 218,875,000 shares of Class A Common Stock (the “Aggregate Company Stock Consideration”). Holders of shares of Legacy Matterport’s common stock, par value $0.001 per share (“Matterport Stock”), are entitled to receive a number of newly issued shares of Class A Common Stock equal to the Aggregate Company Stock Consideration, divided by the sum of, without duplication, (a) the aggregate number of shares of Matterport Stock issued and outstanding and issuable upon conversion of Matterport’s Preferred Stock, each series with a par value of $0.001 per share (the “Matterport Preferred Stock”), plus (b) the aggregate number of shares of Matterport Stock issuable upon the exercise or settlement of all (i) options to purchase Matterport Stock granted pursuant to Matterport’s Amended and Restated 2011 Stock Incentive Plan (the “Stock Incentive Plan”), whether vested or unvested (the “Matterport Stock Options”), but excluding any Matterport Stock Options that have an exercise price equal to or greater than the cash equivalent of the Per Share Matterport Stock Consideration (as defined below), and (ii) restricted stock units covering shares of Matterport Stock granted pursuant to the Stock Incentive Plan, whether vested or unvested (the “Matterport RSUs”), in each case of clauses “(i)” and “(ii),” outstanding as of immediately prior to the effective time of the First Merger (the “Matterport Stock Adjusted Fully Diluted Shares”

and, such quotient, the “Per Share Matterport Stock Consideration”). Holders of shares of Matterport’s Preferred Stock are entitled to receive a number of shares of newly issued Class A Stock equal to the Per Share Matterport Stock Consideration multiplied by the number of shares of Matterport Stock issuable upon conversion of such share of Matterport Preferred Stock as of immediately prior to the effective time of the First Merger (the “Per Share Matterport Preferred Stock Consideration”). No fractional shares of Class A Stock were issued in connection with the Business Combination. In lieu of the issuance of any fractional shares, Matterport Stockholder who otherwise would have been entitled to receive such fractional share received an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Class A Common Stock to which such Matterport Stockholder otherwise would have been entitled multiplied by (ii) $10.00.

In addition to the consideration to be paid at the closing of the Business Combination, Matterport Stockholders (to the extent entitled to consideration) are entitled to receive their pro rata share of an additional number of

earn-out

shares, issuable in shares of Class A Common Stock and subject to the terms provided in the Merger Agreement (the

“Earn-Out

Shares”), up to an aggregate of 23,460,000 shares of Class A Common Stock collectively issuable to all Matterport Stockholders; provided, that

Earn-Out

Shares shall be issued to holders of Matterport RSUs and holders of Matterport Stock Options only if such holder continues to provide services (whether as an employee, director or individual independent contractor) to the Company or one of its subsidiaries through the date of the occurrence of the triggering event that causes such

Earn-Out

Shares to become issuable.

In connection with the Closing, the Founder Shares automatically converted into shares of Class A Common Stock on a

one-for-one

basis and continue to be subject to the transfer restrictions applicable to the Founder Shares.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 29,500,000 newly issued shares of Class A Stock at a purchase price of $10.00 per share for an aggregate purchase price of $295,000,000 (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment.

In connection with the Business Combination, holders of 93,917 shares of Class A Common Stock exercised their rights to redeem those shares for cash at an approximate price of $10.0009 per share, for an aggregate of approximately $939,258, which was paid to such holders on the Closing Date.

Immediately after giving effect to the Mergers, the redemptions described above, the PIPE Investment and the conversion of all 8,625,000 outstanding Founder Shares into shares of Class A Common Stock on a

one-for-one

basis, there were 291,406,633 shares of Common Stock, consisting of 241,956,549 of Class A Common Stock issued and outstanding, options to purchase an aggregate of 45,399,537 shares of Class A Common Stock and restricted stock units covering an aggregate of 4,049,547 shares of Class A Common Stock. Upon the Closing, the Company’s Class A Common Stock and the Company’s Public Warrants began trading on the Nasdaq Global Market (“Nasdaq”) under the symbols “MTTR” and “MTTRW,” respectively, and the Company’s public units automatically separated into their component securities and, as a result, no longer trade as a separate security and were delisted from Nasdaq.

Subsequent Events

Management has performed an evaluation of subsequent events through May 18, 2021 of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the

receding notes to the financial statements.

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

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

Net Income/(Loss) Per Common Share

purchase 11,350,000 shares of

Class A Common

Stock at $11.50 per share were issued on December 15, 2020. No

warrants were exercised during the six months ended June 30,


	For the Three Months Ended June 3 0 , 2021						For the Six Months Ended June 30, 2021
	Class A			Class F			Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(19,664,780	)	$	(4,916,195	)	$	(43,650,511	)	$	(10,912,628	)

Denominator:
Weighted-average shares outstanding		34,500,000			8,625,000			34,500,000			8,625,000
Basic and diluted net income/(loss) per share	$	(0.57	)	$	(0.57	)	$	(1.27	)	$	(1.27	)

Net Loss Per Common Share

et loss for the year

As a result, diluted n

t income/(loss) per common share is the same as basic net income/(loss) per common share for the period.


	For the Period from June 29, 2020 (inception) to December 31, 2020
	Class A			Class F
Basic and diluted net loss per share :
Numerator:
Allocation of net loss including accretion of temporary equity	$	(6,786,239	)	$	(24,530,046	)

Denominator:
Weighted-average shares outstanding		3,170,550			11,457,666
Basic and diluted net loss per share	$	(2.14	)	$	(2.14	)

Concentration of Credit Risk

Financial Instruments

Fair Value Measurements and Disclosures

,” approximates the carrying amounts represented in the balance sheet.

Offering Costs

The Company complies with the requirements of ASC

340-10-S99-1

were charged to equity upon the completion of our Public Offering.

Offering Costs

The Company complies with the requirements of ASC

340-10-S99-1

19,258,050

were charged to equity. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling

$607,898

that were previously recognized in equity are now reflected as an expense on the statement of operations.

Redeemable Common Stock

As discussed in Note 4, all of the 34,500,000 Class A

480-10-S99,

Redeemable Common Stock

As discussed in Note 4

, all of the 34,500,000

$5,000,001

Use of Estimates

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “

Income Taxes

For those liabilities or benefits to be recognized, a tax position must be

more-likely-than-not

June 30

, 2021.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “

Income Taxes

For those liabilities or benefits to be recognized, a tax position must be

more-likely-than-not

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.

Cash and Cash Equivalents

Investments and Cash Held in Trust Account

June 30

, 2021, the Company had $345,030,934

in the Trust Account which may be utilized for Business Combinations. At June 30, 2021, the Trust Account consisted of money market funds.

subject to the requirements of law and stock exchange rules.

Investments and Cash Held in Trust Account

The Company’s amended and restated

Warrant Liability

paid-in

non-cash

gain or loss on the statements of operations.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common st

Recently Issued Accounting Pronouncements Not Yet Adopted

re-evaluated

on a regular basis or if a business combination is completed where the impact could be material.

Recently issued accounting pronouncements not yet adopted

re-evaluated

on a regular basis or if a business combination is completed where the impact could be material.

Going Concern Consideration

per-share

In addition, at December 31, 2020, the Company had current liabilities of

18,690,703

and working capital of ($

17,159,683

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows as of December 31, 2020:



Volatility		21.0	%
Risk-free interest rate		0.43	%
Warrant exercise price	$	11.50
Expected term		5.5

The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods:


	As of
	December 11, 2020 1			December 31, 2020
Implied volatility		21	%		21	%
Risk-free interest rate		0.43	%		0.43	%
Warrant exercise price	$	11.50		$	11.50
Expected term		5.5			5.5

1	The date the Company was first listed on the Nasdaq and the date for which trade information is first available.

Schedule of Changes in Fair Value of Warrant Liabilities

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


	Private Placement Warrants		Public Warrants		Total Warrant Liabilities
Fair value at December 31, 2020	$	7,120,000	$	11,040,000	$	18,160,000
Change in fair value		19,535,500		30,291,000		49,826,500
Fair value at June 30, 2021	$	26,655,500	$	41,331,000	$	67,986,500

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


	Private placement warrants		Public warrants		Total warrant liabilities
Fair value when issued (December 11, 2020)	$	6,808,500	$	10,557,000	$	17,365,500
Change in fair value from inception	$	311,500	$	483,000	$	794,500
Fair value at December 31, 2020	$	7,120,000	$	11,040,000	$	18,160,000

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:


Description	June 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments and cash held in Trust Account	$	345,030,934	$	345,030,934	$	—	$	—
Public warrants		41,331,000		41,331,000		—		—
Private placement warrants		26,655,500		—		26,655,500		—

Total	$	413,017,434	$	386,361,934	$	26,665,500	$	—

The following tab


Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments and cash held in Trust Account		345,008,625		345,008,625		—		—
Public warrants		11,040,000		—		11,040,000		—
Private placement warrants		7,120,000		—		7,120,000		—

Total	$	363,168,625	$	345,008,625	$	18,160,000	$	—

Organization and Business Operations - Additional Information (Details) - USD ($)		6 Months Ended
	Feb. 07, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 15, 2020
Organization And Business Operations [Line Items]
Date of incorporation		Jun. 29, 2020	Jun. 29, 2020
Preferred stock, par value		$ 0.0001	$ 0.0001
Proceeds from sale of Units in initial public offering			$ 345,000,000
Proceeds from sale of Private Placement Warrants to Sponsor			$ 8,900,000
Maximum maturity period		185 days	185 days
Regulatory withdrawal of interest from trust account, maximum period			24 months
Redemption percentage of public shares of common stock if business combination not completed		100.00%	100.00%
Number of days to seek shareholder approval for redemption of shares			2 days
Number of days to provide opportunity to shareholders to sell their shares			2 days
Dissolution expenses, maximum allowed			$ 100,000
Maximum
Organization And Business Operations [Line Items]
Threshold period to complete business combination from closing of public offering		24 months	24 months
Threshold net tangible assets			$ 5,000,001
Number of days to redeem public shares of common stock if business combination not completed			10 days
Minimum
Organization And Business Operations [Line Items]
Percentage of fair market value			80.00%
Private Placement
Organization And Business Operations [Line Items]
Amount placed in trust account				$ 345,000,000
Proceeds from sale of Private Placement Warrants to Sponsor			$ 8,900,000
Class A Common Stock
Organization And Business Operations [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock \| Private Placement \| Subsequent Event
Organization And Business Operations [Line Items]
Sale of common stock (in shares)	29,500,000
Shares issued, price per share	$ 10.00
Matterport, Inc
Organization And Business Operations [Line Items]
Common stock, par value			0.001
Preferred stock, par value			0.001
Matterport, Inc \| Class A Common Stock
Organization And Business Operations [Line Items]
Common stock, par value			$ 0.0001
Equity awards exercisable for shares			$ 2,188,750,000
Equity awards exercisable for shares, per share			$ 10.00
Additional number of earnout shares			23,460,000

Restatement of Previously Issued Financial Statements - Summary of Effect of Restatement on Each Financial Statement Line Items (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2021	Dec. 15, 2020	Jun. 28, 2020
Balance Sheet
Total liabilities	$ 84,871,936	$ 84,871,936	$ 30,765,703		$ 29,884,353
Class A Common Stock subject to possible redemption			334,443,000		334,443,000
Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares			(19,258,050)		(19,106,888)
Immediate accretion to redemption amount			29,815,050		29,663,888
Total temporary equity	345,000,000	345,000,000	345,000,000		345,000,000
Accumulated deficit	(83,763,787)	(83,763,787)	(29,200,648)		(28,211,250)
Total stockholders' equity (deficit)	(83,762,924)	(83,762,924)	(29,199,785)	$ (59,181,949)	(28,210,387)	$ 0
Statement of Operations
Warrant liability expense	(23,154,000)	(49,826,500)	(794,500)
Allocated expense for warrant issuance cost			(607,898)
Loss before income taxes	(24,580,975)	(54,528,736)	(1,527,508)
Net loss	(24,580,975)	(54,555,009)	(1,501,235)
Total comprehensive loss			(1,501,235)
Statement of Cash Flows
Net loss		(54,555,009)	(1,501,235)
Issuance costs related to warrant liability			607,898
Changes in fair value warrants derivative liability	23,154,000	49,826,500	794,500
Public Warrants
Balance Sheet
Warrants derivative liability	41,331,000	41,331,000	11,040,000		10,557,000
Statement of Operations
Warrant liability expense		(30,291,000)	(483,000)
Statement of Cash Flows
Changes in fair value warrants derivative liability		30,291,000	483,000
Private Warrants
Balance Sheet
Warrants derivative liability	26,655,500	26,655,500	7,120,000		6,808,500
Class A Common Stock
Balance Sheet
Common stock value	0	0	$ 0
Total stockholders' equity (deficit)						0
Statement of Operations
Net loss	$ (19,664,780)	$ (43,650,511)
Weighted-average shares outstanding	34,500,000	34,500,000	3,170,550
Common stock - basic and diluted	$ (0.57)	$ (1.27)	$ (2.14)
Class F Common Stock
Balance Sheet
Common stock value	$ 863	$ 863	$ 863
Total stockholders' equity (deficit)	863	863	$ 863	$ 863		$ 0
Statement of Operations
Net loss	$ (4,916,195)	$ (10,912,628)
Weighted-average shares outstanding	8,625,000	8,625,000	11,457,666
Common stock - basic and diluted	$ (0.57)	$ (1.27)	$ (2.14)
As Previously Reported
Balance Sheet
Total liabilities			$ 12,605,703		12,518,853
Class A Common Stock subject to possible redemption			328,960,210		329,155,110
Total temporary equity			328,960,210		329,155,110
Additional paid-in capital			5,097,819		5,058,855
Accumulated deficit			(98,837)		(59,873)
Total stockholders' equity (deficit)			5,000,005		5,000,003
Statement of Operations
Loss before income taxes			(125,110)
Net loss			(98,837)
Total comprehensive loss			(98,837)
Statement of Cash Flows
Net loss			(98,837)
As Previously Reported \| Class A Common Stock
Balance Sheet
Common stock value			$ 160		158
Statement of Operations
Weighted-average shares outstanding			3,153,300
Common stock - basic and diluted			$ 0.00
As Previously Reported \| Class F Common Stock
Statement of Operations
Weighted-average shares outstanding			11,395,997
Common stock - basic and diluted			$ (0.01)
Adjustments
Balance Sheet
Total liabilities			$ 18,160,000		17,365,500
Class A Common Stock subject to possible redemption			5,482,790		5,287,890
Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares			(19,258,050)		(19,106,888)
Immediate accretion to redemption amount			29,815,050		29,663,888
Total temporary equity			16,039,790		15,844,890
Additional paid-in capital			(5,097,819)		(5,058,855)
Accumulated deficit			(29,101,811)		(28,151,377)
Total stockholders' equity (deficit)			(34,199,790)		(33,210,390)
Statement of Operations
Warrant liability expense			(794,500)
Allocated expense for warrant issuance cost			(607,898)
Loss before income taxes			(1,402,398)
Net loss			(1,402,398)
Total comprehensive loss			(1,402,398)
Statement of Cash Flows
Net loss			(1,402,398)
Issuance costs related to warrant liability			607,898
Changes in fair value warrants derivative liability			794,500
Adjustments \| Public Warrants
Balance Sheet
Warrants derivative liability			11,040,000		10,557,000
Adjustments \| Private Warrants
Balance Sheet
Warrants derivative liability			7,120,000		6,808,500
Adjustments \| Class A Common Stock
Balance Sheet
Common stock value			$ (160)		$ (158)
Statement of Operations
Weighted-average shares outstanding			17,250
Common stock - basic and diluted			$ (2.14)
Adjustments \| Class F Common Stock
Statement of Operations
Weighted-average shares outstanding			61,669
Common stock - basic and diluted			$ (2.13)

Significant Accounting Policies - Additional Information (Details) - USD ($)		6 Months Ended
	Dec. 15, 2020	Jun. 30, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Number of warrants exercised		0	0
Federal depository insurance coverage amount		$ 250,000	$ 250,000
Issuance costs related to warrant liability			$ 607,898
Number of shares previously classified in permanent equity			1,603,979
Accrued interest and penalties related to unrecognized tax liabilities		0	$ 0
Investments and cash held in Trust Account		$ 345,030,934	$ 345,008,625
Redemption percentage of public shares of common stock if business combination not completed		100.00%	100.00%
Business combination		the Company does not complete an initial business combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of Class A Common Stock if the Company had been unable to complete an initial business combination within 24 months from the IPO Closing Date,	the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date,
Dissolution expenses, maximum allowed			$ 100,000
Current liabilities		$ 72,796,936	18,690,703
Working capital			17,159,683
Maximum
Significant Accounting Policies [Line Items]
Threshold net tangible assets			$ 5,000,001
Threshold period to complete business combination from closing of public offering		24 months	24 months
Number of days to redeem public shares of common stock if business combination not completed			10 days
Initial Public Offering
Significant Accounting Policies [Line Items]
Offering costs			$ 19,258,050
Issuance costs related to warrant liability			$ 607,898
Sale of common stock (in shares)	34,500,000		34,500,000
Initial Public Offering \| Class A Common Stock
Significant Accounting Policies [Line Items]
Sale of common stock (in shares)		34,500,000	34,500,000
Warrants
Significant Accounting Policies [Line Items]
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings		11,350,000	11,350,000
Common Stock
Significant Accounting Policies [Line Items]
Number of warrants sold		11,350,000	11,350,000
Share price		$ 11.50	$ 11.50

Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Numerator:
Allocation of net income/(loss)	$ (24,580,975)	$ (54,555,009)	$ (1,501,235)
Class A Common Stock
Numerator:
Allocation of net loss including accretion of temporary equity			$ (6,786,239)
Allocation of net income/(loss)	$ (19,664,780)	$ (43,650,511)
Denominator:
Weighted-average shares outstanding	34,500,000	34,500,000	3,170,550
Common stock - basic and diluted	$ (0.57)	$ (1.27)	$ (2.14)
Class F Common Stock
Numerator:
Allocation of net loss including accretion of temporary equity			$ (24,530,046)
Allocation of net income/(loss)	$ (4,916,195)	$ (10,912,628)
Denominator:
Weighted-average shares outstanding	8,625,000	8,625,000	11,457,666
Common stock - basic and diluted	$ (0.57)	$ (1.27)	$ (2.14)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
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-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (a)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Public Offering - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Dec. 15, 2020	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Additional Accretion of caarying value to redemption value was recognised			$ 8,130
Gross proceeds excluding over-allotment	$ 345,000,000
Change in fair value of warrants		$ 23,154,000	$ 49,826,500	$ 794,500
Percentage of deferred underwriting discount			3.50%	3.50%
Initial Public Offering
Class Of Stock [Line Items]
Sale of common stock (in shares)	34,500,000			34,500,000
Sale of stock, price per unit	$ 10.00
Percentage of upfront underwriting discount	2.00%
Upfront underwriting discount	$ 6,900,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ 12,075,000
Over-Allotment Option
Class Of Stock [Line Items]
Sale of common stock (in shares)	4,500,000
Warrant
Class Of Stock [Line Items]
Warrant exercisable term if business combination is completed	30 days
Number of shares contribute each unit	0.20
Warrant exercisable term	30 days
Warrant exercisable term from closing of public offer	12 months
Warrant expiration term	5 years
Number of months to complete business combination	24 months
Class A Common Stock
Class Of Stock [Line Items]
Sale of stock, price per unit				$ 10.00
Number of shares contribute each unit	1
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Number of shares warrant may be converted	1
Warrants exercise price	$ 11.50
Class A Common Stock \| Initial Public Offering
Class Of Stock [Line Items]
Sale of common stock (in shares)			34,500,000	34,500,000
Public Warrants
Class Of Stock [Line Items]
Warrants derivative liability	$ 10,557,000	$ 41,331,000	$ 41,331,000	$ 11,040,000
Change in fair value of warrants			30,291,000	483,000
Public Warrants \| Initial Public Offering
Class Of Stock [Line Items]
Warrants derivative liability		$ 10,557,000	$ 10,557,000	$ 10,557,000

Related Party Transactions - Additional Information (Details)								1 Months Ended	6 Months Ended
	Mar. 19, 2021 USD ($)	Dec. 15, 2020 shares	Nov. 13, 2020 USD ($) $ / shares shares	Oct. 23, 2020 shares	Oct. 01, 2020 USD ($) shares	Sep. 11, 2020 shares	Jul. 24, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 10, 2020 USD ($)
Related Party Transaction [Line Items]
Amount of loan	$ 2,000,000
Maturity date	Jan. 31, 2022
Amount advanced by related party									$ 1,100,000
Proceeds from sale of warrants										$ 8,900,000
Aggregate issuance of unsecured promissory note	$ 2,000,000
Proceeds from related party promissory note									$ 1,100,000
Initial Public Offering
Related Party Transaction [Line Items]
Sale of common stock \| shares		34,500,000								34,500,000
Class F Common Stock
Related Party Transaction [Line Items]
Sale of common stock \| shares										17,250,000
Stock dividends, shares \| shares										6,468,750
Class A Common Stock
Related Party Transaction [Line Items]
Number of shares warrant may be converted \| shares		1
Class A Common Stock \| Initial Public Offering
Related Party Transaction [Line Items]
Sale of common stock \| shares									34,500,000	34,500,000
Sale of common stock, value										$ 3,450
Founder Shares \| Class F Common Stock
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares			$ 0.003
Outstanding shares of common stock held by the initial stockholders (as a percent)			20.00%
Founder Shares \| Class A Common Stock
Related Party Transaction [Line Items]
Conversion ratio							1
Founder Shares \| Sponsor \| Class F Common Stock
Related Party Transaction [Line Items]
Sale of common stock \| shares							17,250,000
Sale of common stock, value							$ 25,000
Shares issued, price per share \| $ / shares							$ 0.001
Number of shares surrendered during period \| shares			6,468,750		8,625,000
Consideration value for number of shares surrendered during period			$ 0		$ 0
Aggregate outstanding shares of common stock held by the initial stockholders \| shares			8,625,000
Founder shares transferred to independent directors \| shares						25,000
Stock dividends, shares \| shares				6,468,750	6,468,750
Private Placement Warrants \| Class A Common Stock
Related Party Transaction [Line Items]
Warrants sold, price per warrant \| $ / shares								$ 11.50	$ 11.50	$ 11.50
Number of shares warrant may be converted \| shares								1	1	1
Private Placement Warrants \| Sponsor
Related Party Transaction [Line Items]
Number of warrants sold \| shares								4,450,000	4,450,000	4,450,000
Warrants sold, price per warrant \| $ / shares								$ 2.00	$ 2.00	$ 2.00
Proceeds from sale of warrants									$ 8,900,000	$ 8,900,000
Sponsor Loan \| Initial Public Offering
Related Party Transaction [Line Items]
Amount of loan							$ 300,000
Amount advanced by related party							300,000
Aggregate issuance of unsecured promissory note							300,000
Proceeds from related party promissory note							$ 300,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Agreed to pay to affiliate, monthly for office space, utilities and secretarial support											$ 20,000
Administrative Services Agreement \| Affiliate of the Sponsor
Related Party Transaction [Line Items]
Payments to affiliate								$ 13,548	$ 120,000

Stockholders' Equity - Additional Information (Details)	6 Months Ended
Stockholders' Equity - Additional Information (Details)	Jun. 30, 2021 Vote $ / shares shares	Dec. 31, 2020 Vote $ / shares shares	Dec. 15, 2020 $ / shares
Class Of Stock [Line Items]
Common stock, shares authorized	440,000,000	440,000,000
Number of votes for each share \| Vote	1	1
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	400,000,000	400,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000	40,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Subsequent Events - Additional Information (Details) - USD ($)	Jul. 22, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 15, 2020
Common Class A [Member]
Subsequent Event [Line Items]
Common stock par value		$ 0.0001	$ 0.0001	$ 0.0001
Number of shares of common stock		34,500,000	34,500,000
Number of shares of common stock Issued		34,500,000	34,500,000
Matterport Inc [Member]
Subsequent Event [Line Items]
Common stock par value			$ 0.001
Matterport Inc [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock par value			$ 0.0001
Subsequent Event [Member] \| PIPE Investment [Member] \| Subscription Agreements [Member]
Subsequent Event [Line Items]
Stock issued during period value new issues	$ 295,000,000
Subsequent Event [Member] \| Matterport Stock [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Common stock par value	$ 0.001
Subsequent Event [Member] \| Matterport Preferred Stock [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Common stock par value	$ 0.001
Subsequent Event [Member] \| Founder Shares [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Business acquisition,equity interest issued or issuable convertion basis	one-for-one
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Number of shares of common stock	291,406,633
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Number of shares of common stock	241,956,549
Number of shares of common stock Issued	241,956,549
Number of aggregate share options available to purchase	45,399,537
Number of aggregate restricted stock units	4,049,547
Subsequent Event [Member] \| Common Class A [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Number of shares issued as a merger consideration	218,875,000
Subsequent Event [Member] \| Common Class A [Member] \| Subscription Agreements [Member]
Subsequent Event [Line Items]
Stock issued during period shares new issues	29,500,000
Shares issued price per share	$ 10.00
Subsequent Event [Member] \| Common Class A [Member] \| Founder Shares [Member]
Subsequent Event [Line Items]
Number of shares converted	8,625,000
Subsequent Event [Member] \| Matterport Inc [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Business acquisition date of acquisition agreement	Feb. 07, 2021
Subsequent Event [Member] \| Matterport Inc [Member] \| Earn Out Shares [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Number of additional pro rata shares issued	23,460,000
Subsequent Event [Member] \| Matterport Inc [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Business acquisition,Number of shares redeemed	93,917
Business acquisition,redemption price per share	$ 10.0009
Business acquisition,Number of shares redeemed for cash	$ 939,258
Subsequent Event [Member] \| Matterport Inc [Member] \| Common Class A [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Share price	$ 10.00
Subsequent Event [Member] \| First Merger [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Percentage of equity interest acquired	100.00%
Subsequent Event [Member] \| Second Merger [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Percentage of equity interest acquired subsequent acquisition	100.00%

Restatement of Previously Issued Financial Statements - Additional Information (Details)	6 Months Ended
	Dec. 31, 2020 USD ($) shares
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Number of shares previously classified in permanent equity \| shares	1,603,979
Maximum
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Threshold net tangible assets \| $	$ 5,000,001

Income Taxes - Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense from Continuing Operations (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax expense/(benefit) at the federal statutory rate		$ (320,777)
Warrant liability expense		166,845
Allocated expense for warrant issuance cost		127,659
State income taxes - net of federal income tax benefits		(4,892)
Change in valuation allowance		4,892
Total income tax expense (benefit)	$ 26,273	$ (26,273)

Income Taxes - Schedule of Current/Deferred Taxes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Deferred income tax expense
Federal		$ (26,273)
Total deferred income tax expense		(26,273)
Total income tax expense (benefit)	$ 26,273	$ (26,273)

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details)	Dec. 31, 2020 USD ($)
Deferred tax assets
Accrued expenses	$ 14,608
Net operating losses	23,600
Total deferred tax assets	38,208
Valuation allowance	(4,892)
Net deferred tax assets	33,316
Prepaids	(5,232)
Accrued income	(1,811)
Total deferred tax liabilities	(7,043)
Net deferred tax assets (liabilities)	$ 26,273

Public Offering - Reconciliation of Class A Common Stock (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 15, 2020
Class Of Stock [Line Items]
Class A shares issuance costs		$ (19,258,050)	$ (19,106,888)
Accretion of carrying value to redemption value		(29,815,050)	(29,663,888)
Contingently redeemable Class A Common Stock	$ 345,000,000	345,000,000	345,000,000
Public Warrants
Class Of Stock [Line Items]
Proceeds allocated to public warrants	(41,331,000)	(11,040,000)	$ (10,557,000)
Initial Public Offering
Class Of Stock [Line Items]
Gross proceeds	345,000,000	345,000,000
Class A shares issuance costs	(19,266,180)	(19,258,050)
Accretion of carrying value to redemption value	(29,823,180)	(29,815,050)
Contingently redeemable Class A Common Stock	345,000,000	345,000,000
Initial Public Offering \| Public Warrants
Class Of Stock [Line Items]
Proceeds allocated to public warrants	$ (10,557,000)	$ (10,557,000)

Deferred Underwriting Compensation - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Deferred Underwriting Compensation [Abstract]
Deferred compensation liability classified noncurrent	$ 12,075,000	$ 12,075,000
Percentage of deferred underwriting discount	3.50%	3.50%
Deferred underwriting discount if business combination not completed	$ 0	$ 0

Investments and Cash Held in Trust - Additional Information (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 345,030,934	$ 345,008,625
Money Market Funds
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	345,030,934	344,993,100
Cash
Schedule Of Investments [Line Items]
Investments and cash held in Trust Account	$ 345,030,934	$ 15,525

Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities - USD ($)	1 Months Ended	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2020	$ 17,365,500	$ 18,160,000
Change in fair value	794,500	49,826,500
Fair value at June 30, 2021	18,160,000	67,986,500
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2020	6,808,500	7,120,000
Change in fair value	311,500	19,535,500
Fair value at June 30, 2021	7,120,000	26,655,500
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2020	10,557,000	11,040,000
Change in fair value	483,000	30,291,000
Fair value at June 30, 2021	$ 11,040,000	$ 41,331,000

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 15, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 345,030,934	$ 345,008,625
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	345,030,934	345,008,625
Total	413,017,434	363,168,625
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	345,030,934	345,008,625
Total	386,361,934	345,008,625
Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total	26,665,500	18,160,000
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	41,331,000	11,040,000	$ 10,557,000
Public Warrants \| Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	41,331,000	11,040,000
Public Warrants \| Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	41,331,000
Public Warrants \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants		11,040,000
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	26,655,500	7,120,000	$ 6,808,500
Private Placement Warrants \| Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	26,655,500	7,120,000
Private Placement Warrants \| Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants	$ 26,655,500	$ 7,120,000