0001104659-22-007431 | S-1 | XBRL Viewer

Financial Statements
- BALANCE SHEET
- BALANCE SHEET (Parenthetical)
- STATEMENT OF OPERATIONS
- STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
- STATEMENT OF CASH FLOWS
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- INITIAL PUBLIC OFFERING
- PRIVATE PLACEMENT
- RELATED PARTY TRANSACTIONS
- COMMITMENTS
- STOCKHOLDERS' EQUITY
- WARRANTS
- INCOME TAX
- FAIR VALUE MEASUREMENTS (Restated)
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- INCOME TAX (Tables)
- FAIR VALUE MEASUREMENTS (Tables)
Notes Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stocks reflected in the condensed balance sheets (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted - (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Amendment 2) (Details)
- INITIAL PUBLIC OFFERING (Details)
- PRIVATE PLACEMENT (Details)
- RELATED PARTY TRANSACTIONS - Founder Shares (Details)
- RELATED PARTY TRANSACTIONS - Additional Information (Details)
- COMMITMENTS (Details)
- STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details)
- STOCKHOLDERS' EQUITY - Common Stock Shares (Details)
- WARRANTS (Details)
- INCOME TAX - DEFERRED TAX (Details)
- INCOME TAX - Tax Provision - (Details)
- INCOME TAX (Details)
- INCOME TAX - Additional Information (Details)
- FAIR VALUE MEASUREMENTS - fair value hierarchy of the valuation inputs (Details)
- FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details)
- FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details)
Financial Statements
- CONDENSED BALANCE SHEETS
- CONDENSED BALANCE SHEETS (Parenthetical)
- CONDENSED STATEMENTS OF OPERATIONS
- CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT
- CONDENSED STATEMENTS OF CASH FLOWS
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- INITIAL PUBLIC OFFERING
- PRIVATE PLACEMENT
- RELATED PARTY TRANSACTIONS
- COMMITMENTS
- STOCKHOLDER'S EQUITY
- WARRANTS
- FAIR VALUE MEASUREMENTS
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- FAIR VALUE MEASUREMENTS (Tables)
Notes Details
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stocks reflected in the condensed balance sheets (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details)
- INITIAL PUBLIC OFFERING (Details)
- PRIVATE PLACEMENT (Details)
- RELATED PARTY TRANSACTIONS - Founder Shares (Details)
- RELATED PARTY TRANSACTIONS - Additional information (Details)
- COMMITMENTS (Details)
- STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details)
- STOCKHOLDERS' EQUITY - Common Stock Shares (Details)
- WARRANTS (Details)
- FAIR VALUE MEASUREMENTS (Details)
- FAIR VALUE MEASUREMENTS - Fair value hierarchy of the valuation inputs (Details)
- FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details)
- FAIR VALUE MEASUREMENTS - Gross holding gains and fair value of held-to-maturity securities (Details)
- FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details)
Financial Statements
- Consolidated Balance Sheets
- Consolidated Statements of Operations
- Consolidated Statements of Member's Deficit
- Consolidated Statements of Cash Flows
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- REVENUE RECOGNITION
- INVENTORIES
- PROPERTY AND EQUIPMENT
- DEBT
- MEMBERS' EQUITY
- EQUITY COMPENSATION
- RETIREMENT PLAN
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS
- COMMITMENTS AND CONTINGENCIES
- RELATED PARTY TRANSACTIONS
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- INVENTORIES (Tables)
- PROPERTY AND EQUIPMENT (Tables)
- DEBT (Tables)
- EQUITY COMPENSATION (Tables)
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables)
- COMMITMENTS AND CONTINGENCIES (Tables)
Notes Details
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)
- REVENUE RECOGNITION (Details)
- INVENTORIES (Details)
- PROPERTY AND EQUIPMENT (Details)
- DEBT - Balance payable under all borowing facilities (Details)
- DEBT - Maturity of term loan (Details)
- DEBT - Additional Information (Details)
- MEMBERS' EQUITY (Details)
- EQUITY COMPENSATION - Additional Information (Details)
- EQUITY COMPENSATION - Schedule of Stock Option Assumptions Utilized (Details)
- EQUITY COMPENSATION - Schedule of Stock Option Activity (Details)
- RETIREMENT PLAN (Details)
- RETIREMENT PLAN - Additional Information (Details)
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Details)
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- COMMITMENTS AND CONTINGENCIES - Additional Information (Details)
- RELATED PARTY TRANSACTIONS (Details)
Financial Statements
- Condensed Consolidated Balance Sheets
- Condensed Consolidated Statements of Operations - Unaudited
- Condensed Consolidated Statements of Operations - Unaudited (Parenthetical)
- Condensed Consolidated Statements of Members' deficit - Unaudited
- Condensed Consolidated Statements of Cash Flows - Unaudited
Notes to Financial Statements
- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- INVENTORIES
- PROPERTY AND EQUIPMENT
- DEBT
- MEMBERS' EQUITY
- EQUITY COMPENSATION
- RETIREMENT PLANS
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS
- COMMITMENTS AND CONTINGENCIES
- SUBSEQUENT EVENTS
Accounting Policies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Notes Tables
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
- INVENTORIES (Tables)
- PROPERTY AND EQUIPMENT (Tables)
- DEBT (Tables)
- EQUITY COMPENSATION (Tables)
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables)
- COMMITMENTS AND CONTINGENCIES (Tables)
Notes Details
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ROU assets and lease liabilities (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lease and non-lease components (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future minimum commitments (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplemental cash flow information (Details)
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)
- INVENTORIES (Details)
- PROPERTY AND EQUIPMENT (Details)
- DEBT - Balance payable under all borrowing facilities (Details)
- DEBT - Maturity of term loan (Details)
- DEBT - Additional Information (Details)
- MEMBERS' EQUITY (Details)
- EQUITY COMPENSATION - Additional Information (Details)
- EQUITY COMPENSATION - Schedule of Stock Option Activity (Details)
- RETIREMENT PLANS (Details)
- RETIREMENT PLAN - Additional Information (Details)
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Details)
- GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details)
- COMMITMENTS AND CONTINGENCIES (Details)
- COMMITMENTS AND CONTINGENCIES - Additional Information (Details)
All Reports

BALANCE SHEET - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Nov. 10, 2020	Sep. 30, 2020	Aug. 20, 2020	Dec. 31, 2019
Current assets
Cash	$ 12,236,000			$ 13,422,000				$ 26,728,000
Prepaid expenses	225,388			434,689
Total Current Assets	72,954,000			53,488,000				65,156,000
Marketable securities held in Trust Account	236,289,574			236,215,089
TOTAL ASSETS	107,752,000			81,358,000				95,525,000
Liabilities, Current [Abstract]
Accrued expenses	2,470,093			98,112
Accrued expenses	13,817,000			11,556,000				10,464,000
Total Current Liabilities	43,069,000			41,615,000				31,740,000
Warrant Liability				27,455,162
Deferred underwriting payable				8,104,600
TOTAL LIABILITIES	258,118,000			273,911,000				151,074,000
Commitments
Class A common stock subject to possible redemption, 23,156,000 shares at redemption value	236,191,200	$ 236,191,200	$ 236,191,200	236,191,200	$ 224,400,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital				0
Accumulated deficit	(47,143,789)	(47,320,699)	(25,665,059)	(34,596,260)	(29,119,658)
Total Stockholders' Deficit	(47,143,210)	$ (47,320,121)	$ (25,664,481)	(34,595,681)	$ (29,119,025)	$ 24,283	$ 0
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	107,752,000			81,358,000				$ 95,525,000
Class A common stock subject to possible redemption
Liabilities, Current [Abstract]
Class A common stock subject to possible redemption, 23,156,000 shares at redemption value	236,191,200			236,191,200
Class B common stock
Stockholders' Deficit
Common stock value	$ 579			$ 579

BALANCE SHEET (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
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
Class A common stock
Common stock, par value		$ 0.0001
Common stock, shares authorized		200,000,000
Common stock, shares issued		23,156,000
Common stock, shares outstanding		23,156,000
Class A common stock subject to possible redemption
Common stock, shares issued	23,156,000	23,156,000
Common stock, shares outstanding	23,156,000	23,156,000
Temporary Equity, Shares Outstanding	23,156,000	23,156,000
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,789,000	5,789,000
Common stock, shares outstanding	5,789,000	5,789,000

STATEMENT OF OPERATIONS	4 Months Ended
STATEMENT OF OPERATIONS	Dec. 31, 2020 USD ($) $ / shares shares
Operating Costs and Expenses	$ 188,995
Loss from operations	(188,995)
Other income (expense):
Compensation Expense	(650,244)
Interest earned on marketable securities held in Trust Account	22,970
Unrealized gain on marketable securities held in Trust Account	919
Total other income (expense), net	(5,151,683)
Loss before provision for income taxes	(5,340,678)
Net income (loss)	$ (5,340,678)
Basis weighted average shares outstanding, Common stock \| shares	5,601,728
Diluted weighted average shares outstanding, Common stock \| shares	5,601,728
Basic net loss per share, Common stock \| $ / shares	$ (0.21)
Diluted net loss per share, Common stock \| $ / shares	$ (0.21)
Private Placement Warrants
Other income (expense):
Change in fair value of derivative liability	$ (1,842,358)
Transaction costs	(22,475)
Public Warrants
Other income (expense):
Change in fair value of derivative liability	(1,968,260)
Transaction costs	$ (692,235)
Class A common stock
Other income (expense):
Basis weighted average shares outstanding, Common stock \| shares	19,250,109
Diluted weighted average shares outstanding, Common stock \| shares	19,250,109
Basic net loss per share, Common stock \| $ / shares	$ (0.21)
Diluted net loss per share, Common stock \| $ / shares	$ (0.21)
Class A common stock subject to possible redemption
Other income (expense):
Basis weighted average shares outstanding, Common stock \| shares	19,250,109
Diluted weighted average shares outstanding, Common stock \| shares	19,250,109
Basic net loss per share, Common stock \| $ / shares	$ (0.21)
Diluted net loss per share, Common stock \| $ / shares	$ (0.21)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock Class B common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Aug. 20, 2020	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Aug. 20, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	$ 633	24,367		25,000
Issuance of Class B common stock to Sponsors (in shares)	6,325,000
Net loss			(717)	(717)
Balance at the end at Sep. 30, 2020	$ 633	24,367	(717)	24,283
Balance at the end (in shares) at Sep. 30, 2020	6,325,000
Balance at the beginning at Aug. 20, 2020	$ 0	0	0	0
Balance at the beginning (in shares) at Aug. 20, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	$ 633	24,367	0	25,000
Issuance of Class B common stock to Sponsors (in shares)	6,325,000
Accretion of carrying value to redemption value		(24,367)	(29,255,582)	(29,279,949)
Forfeiture of Founder Shares	$ (54)	0	0	(54)
Forfeiture of Founder Shares (in shares)	(536,000)
Net loss		0	(5,340,678)	(5,340,678)
Balance at the end at Dec. 31, 2020	$ 579	0	(34,596,260)	(34,595,681)
Balance at the end (in shares) at Dec. 31, 2020	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	0	8,931,200	8,931,200
Balance at the end at Mar. 31, 2021	$ 579		(25,665,060)	(25,664,481)
Balance at the end (in shares) at Mar. 31, 2021	5,789,000
Balance at the beginning at Dec. 31, 2020	$ 579	$ 0	(34,596,260)	(34,595,681)
Balance at the beginning (in shares) at Dec. 31, 2020	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 37,211,000			63,396,000
Balance at the end at Sep. 30, 2021	$ 579		(47,143,789)	(47,143,210)
Balance at the end (in shares) at Sep. 30, 2021	5,789,000
Balance at the beginning at Mar. 31, 2021	$ 579		(25,665,060)	(25,664,481)
Balance at the beginning (in shares) at Mar. 31, 2021	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(21,655,640)	(21,655,640)
Balance at the end at Jun. 30, 2021	$ 579		(47,320,700)	(47,320,121)
Balance at the end (in shares) at Jun. 30, 2021	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			176,911	176,911
Balance at the end at Sep. 30, 2021	$ 579		$ (47,143,789)	$ (47,143,210)
Balance at the end (in shares) at Sep. 30, 2021	5,789,000

- Definition

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

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+ Details

- Definition

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

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+ Details

STATEMENT OF CASH FLOWS	4 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (5,340,678)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(22,970)
Change in fair value of warrant liability	4,460,862
Transaction costs associated with Initial Public Offering	714,710
Unrealized gain on marketable securities held in Trust Account	(919)
Changes in operating assets and liabilities:
Prepaid expenses	(434,689)
Accrued expenses	98,112
Net cash used in operating activities	(525,572)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(236,191,200)
Net cash (used in) provided by investing activities	(236,191,200)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	226,928,800
Proceeds from sale of Private Warrants	10,837,400
Proceeds from promissory note - related party	95,657
Repayment of promissory note - related party	(95,657)
Payment of offering costs	(445,813)
Net cash provided by financing activities	237,320,387
Net Change in Cash	603,615
Cash - Beginning of period	0
Cash - End of period	13,422,000
Non-Cash Investing and Financing Activities:
Initial classification of Class A common stock subject to possible redemption	236,191,200
Deferred underwriting fee payable	8,104,600
Payment of offering costs by the Sponsor in exchange for the issuance of Class B common stock	25,000
Forfeiture of Founder Shares	$ (54)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 Months Ended

12 Months Ended

Dec. 31, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Roman DBDR Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”).

The registration statement for the Company’s Initial Public Offering was declared effective on November 5, 2020. On November 10, 2020, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,375,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Roman DBDR Tech Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,375,000, which is described in Note 4.

Following the closing of the Initial Public Offering on November 10, 2020, an amount of $224,400,000 ($10.20 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

On November 12, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 17, 2020, the Company consummated the sale of an additional 1,156,000 Units, at $10.00 per Unit, and the sale of an additional 462,400 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $12,022,400. A total of $11,791,200 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $236,191,200.

Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

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

If the Company is unable to complete a Business Combination by May 10, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.20).

Going Concern

confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On June 6, 2021 the Sponsor agreed to advance $130,000 to the Company to pay for operating expenses.

Based on the foregoing, the Company believes it will not have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or May 10, 2022. This raises substantial doubt about the Company’s ability to continue as a going concern.

Risks and Uncertainties

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

1.	DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

CompoSecure Holdings, L.L.C. (“CompoSecure”, or the “Company”) is a manufacturer and designer of complex metal, plastic, composite ID and proprietary financial transaction cards. The Company started operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, government agencies, system integrators, and security specialists. The Company is located in Somerset, New Jersey.

CompoSecure creates newly innovated, highly differentiated and customized quality financial payment products to support and increase its customer acquisition, customer retention and organic customer spend. CompoSecure’s customers consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the United States of America (“U.S.”), Europe, Asia, Latin America, Canada, and the Middle East. CompoSecure has established a leading position in the financial payment card market through nearly over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. CompoSecure serves a diverse set of over 20 direct customers and over 80 indirect customers, including some of the largest issuers of credit cards in the U.S.

On June 11, 2020, the Company implemented a holding company reorganization, and as a result, CompoSecure Holdings, L.L.C. became successor to Composecure L.L.C.. Pursuant to the reorganization, CompoSecure Holdings, L.L.C. became a holding company with no business operations of its own. CompoSecure Holdings, L.L.C. has recognized the assets and liabilities of Composecure L.L.C at the carryover basis. The consolidated financial statements of CompoSecure Holdings, L.L.C. present comparative information for prior periods on a consolidated basis, as if both CompoSecure Holdings, L.L.C. and CompoSecure, L.L.C. were under common control for all periods presented.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Amendment 1

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 5, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”).

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

Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on November 10, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.


	As
	Previously				As
	Restated		Adjustments		Restated
Balance sheet as of November 10, 2020 (audited)
Warrant Liability	$	—	$	22,547,500	$	22,547,500
Class A Common Stock Subject to Possible Redemption		212,828,471		(22,547,500)		190,280,971
Class A Common Stock		113		222		335
Additional Paid-in Capital		4,999,970		1,303,608		6,303,578
Accumulated Deficit		(712)		(1,303,830)		(1,304,542)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—	$	27,455,162	$	27,455,162
Class A Common Stock Subject to Possible Redemption		224,050,680		(27,455,162)		195,595,518
Common Stock		119		270		389
Additional Paid-in Capital		5,164,409		5,175,301		10,339,710
Accumulated Deficit		(165,106)		(5,175,571)		(5,340,677)
Stockholders’ Equity		5,000,001		4		5,000,005

Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—	$	(4,460,862)	$	(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Net loss		(165,106)		(5,175,572)		(5,340,678)
Weighted average shares outstanding, Common stock subject to possible redemption		21,828,647		(2,303,331)		19,525,316
Basic and diluted net income per share, Common stock subject to possible redemption		0.00		—		0.00
Weighted average shares outstanding, Common stock		6,078,552		939,759		7,018,311
Basic and diluted net loss per share, Common stock		(0.03)		(0.73)		(0.76)
Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(165,106)	$	(5,175,572)	$	(5,340,678)
Change in fair value of warrant liability		—		(4,460,862)		(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Initial classification of Class A common stock subject to possible redemption		224,215,068		(23,644,544)		200,570,524
Change in value of Class A common stock subject to possible redemption		(164,388)		(3,810,618)		(3,975,006)

Amendment 2

In connection with the preparation of the Company's condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company's Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company's control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

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

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


	As
	Previously				As
	Restated		Adjustment		Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200


	As Previously				As
	Restated		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	0.67	$	(0.21)

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

The impact of the restatement on the Company’s financial statements is reflected in the following table.


	As Previously
	Reported		Adjustment		As Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Balance Sheet as of March 31, 2021 (Unaudited)
Common stock subject to possible redemption	$	205,526,716		(30,664,484)		236,191,200
Common Stock	$	301		(301)		—
Additional paid-in capital	$	1,408,601		(1,408,601)		—
Accumulated deficit	$	3,590,522		(29,255,581)		(25,665,059)
Total Stockholders’ Equity (Deficit)	$	5,000,003		(30,664,483)		(25,664,480)

Balance Sheet as of June 30, 2021 (Unaudited)
Common stock subject to possible redemption	$	183,871,069		52,320,131		236,191,200
Common Stock	$	513		(513)		—
Additional paid-in capital	$	23,064,036		(23,064,036)		—
Accumulated deficit	$	(18,065,118)		(29,255,581)		(47,320,699)
Total Stockholders’ Equity (Deficit)	$	5,000,010		(52,320,131)		(47,320,121)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(34,595,681)		8,931,200		(25,664,481)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of common stock subject to redemption		21,655,640		(21,655,640)		—
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(25,664,481)		(21,655,640)		(47,320,121)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		—		—		—

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		8,931,202		(8,931,202)		—


	As Previously				As
	Reported		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	(0.08)	$	(0.96)

Statement of Operations for the Three Months Ended March 31, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	—	$	0.32	$	0.32
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,670,930		(3,881,930)		5,789,000

Statement of Operations for the Three Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.77)	$	(0.77)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,795,322		(3,006,322)		5,789,000
Basic and diluted net loss (income) per share, Non-redeemable common stock	$	(2.46)	$	1.69	$	(0.77)

Statement of Operations for the Six Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		19,714,293		2,667,243		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.45)	$	(0.45)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,230,707		(3,441,707)		5,789,000
Basic and diluted net income (loss) per share, Non-redeemable common stock	$	(1.38)	$	0.93	$	(0.45)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.

Warrant Liability (Restated)

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2)

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

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.

At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

Offering Costs (Restated, see Note 2 – Amendment 2)

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 of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares initially being charged against temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their

Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 6) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to temporary equity.

Income Taxes

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

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

On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.

Net Loss Per Common Share (Restated, see Note 2 - Amendment 1)

Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants to purchase an aggregate of 22,415,400 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable shares of common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

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


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		19,525,316
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(5,340,678)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(5,340,678)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		7,018,311
Basic and diluted net loss per share, Non-Redeemable	$	(0.76)

Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 2)

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

The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

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



	For the Period from August 21,
	2020 (Inception) Through
	December 31, 2020
	Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(4,136,863)	$	(1,203,815)
Denominator:
Basic and diluted weighted average shares outstanding		19,250,109		5,601,728
Basic and diluted net loss per common stock	$	(0.21)	$	(0.21)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

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

Recent Accounting Standards

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

INITIAL PUBLIC OFFERING

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).

NOTE 4. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the “Founder Shares”). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at December 31, 2020.

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

Administrative Support Agreement

The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 21, 2020 (inception) through December 31, 2020, the Company incurred and paid $14,450 in fees for these services.

Promissory Note - Related Party

On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $10,200 and $50,200 in fees for these services, respectively. For the period from August 21, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services.

Promissory Note — Related Party

On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. As of September 30, 2021, there was no balance outstanding under the Note. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Borrowings under the Note are no longer available.

Related Party Loans

Advance From Related Party

On June 6, 2021, the Sponsor agreed to advance the Company $130,000 to pay for operating expenses.

12.

RELATED PARTY TRANSACTIONS

In November 2015, the Company entered into a sales representation agreement with a third party, partially owned by an individual who is a Class B member of the Company and who was then a member of the Company’s Board of Managers. In 2016, the Company commenced litigation against such third party seeking a judicial determination that the sales representation agreement was void and unenforceable, among other claims. In February 2018, the trial court ruled against the Company in the litigation, concluding that the sales representation agreement was valid and enforceable. The Company appealed the ruling, however, the ruling was upheld. As a result of the ruling, the Company was instructed to pay the commissions in accordance with the terms of the sales representation agreement, interest related to the commissions, and legal fees on behalf of the third party. Expenses relating to this agreement for the years ended December 31, 2020, 2019, and 2018 amounted to $6,724, $9,232, and $4,443, respectively and were recorded as a component of selling, general and administrative expenses. In October 2019, the Company terminated the sales representation agreement. Customers in place prior to the termination of the agreement are subject

to the arrangement and are eligible for future commissions, which are payable and are being accrued and paid in accordance with the terms of the sales representation agreement. Amounts accrued as a component of accrued expenses as of December 31, 2020, and December 31, 2019 related to this agreement amounted to $2,786 and $2,388.

In March 2021, the Company received from such third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and intends to vigorously oppose this claim, which may include legal proceedings. The Company has not accrued any amount as a component of accrued expense related to the notice of dispute as of December 31, 2020.

Nok Nok Project Statement of Work

In July 2021, CompoSecure’s wholly-owned subsidiary, Arculus Holdings, L.L.C., entered into a Project Statement of Work with Nok Nok Labs, Inc. (“Nok Nok”). Nok Nok provides software and hardware solutions, including its Fast Identity Online (FIDO) technology solution, which assists partners in facilitating their entry into Cryptocurrency and Blockchain markets. A minority investor and shareholder of Nok Nok is DCM, which was co-founded by Dixon Doll, Sr. Dixon Doll, Sr. has since retired from DCM and is listed as emeritus partner status at DCM, and is also listed as an advisor to Nok Nok. Dixon Doll, Sr. is a Director of Roman DBDR and the father of Dixon Doll, Jr., who is the Co- Chief Executive Officer of Roman DBDR.

Under the Project Statement of Work, Nok Nok will provide a demonstration version ofNok Nok S3 authentication (SaaS) andproduct documentation, to Arculus branded applications, along with corresponding technology license rights. Arculus Holdings, L.L.C. has agreed to pay $250,000 for the Nok Nok software and services set forth in the Project Statement of Work. The term of the Project Statement of Work and the term of the license to the software and services provided thereunder will expire on December 31, 2022.

COMMITMENTS

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

COMMITMENTS

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion

of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

10.

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. See Note 2 for future minimum commitments under all non- cancelable operating leases.

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. while the outcome of existing disputes and claims is uncertain, the Company does not expect that the resolution of existing disputes and claims would have a material adverse effect on its consolidated financial position or liquidity or the Company’s consolidated results of operations. Litigation expenses are expensed as incurred. During March 2021, the Company received from a third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and the parties have commenced arbitration proceedings to resolve this dispute. The Company has not accrued any amount as a component of accrued expense related to the dispute as of September 30, 2021.

11.

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 840. The Company expects to adopt the new guidance under ASC 842 effective January 1, 2021 (see Note 2). The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 5 to 10 years. The exercise of lease renewal options is at the Company’s sole discretion.

Effective April l , 2012, the Company entered into a 10-year lease for its office and manufacturing facilities in Somerset, New Jersey terminating in 2022. The lease contains escalating rental payments, exclusive of required payments for increases in real estate taxes and operating costs over base period amounts. The agreement provides for a five year renewal option. The lease provides for monthly payments of rent during the lease term. These payments consist of base rent, and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is

currently approximately $315 per year, which reflects an annual 3% escalation factor. The Company exercised its renewal option in December 2020.

Effective August 1, 2014, the Company entered into a 4-year lease for additional office and manufacturing space in Somerset, New Jersey terminating in July 31, 2018. The lease contains escalating rental payments.

The Company has the option to extend the term for two periods of two years each. The Company has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor.

Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor.

Future minimum commitments under all non-cancelable operating leases are as follows:


Years Ending December 31,
2021	$	1,252
2022		1,294
2023		1,298
2024		1,263
2025		1,302
Thereafter		1,193
Total	$	7,602

Rent expense, including real estate taxes and related costs, for the years ended December 31, 2020, 2019, and 2018 aggregated approximately $1,744, $1,683, and $1,614 respectively.

Litigation

STOCKHOLDERS' EQUITY

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY (Restated, see Note 2 - Amendment 2)

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

Class A Common Stock- The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 23,156,000 shares of Class A common stock issued and outstanding, which are subject to possible redemption and classified as temporary equity.

Class B Common Stock - The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company's common stock are entitled to one vote for each share. As of December 31, 2020, there were 5,789,000 shares of Class B common stock outstanding.

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

6.	MEMBERS’ EQUITY

On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C..

Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units.

As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 7 for additional details regarding Class C units.

Several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers.

Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers.

Holders of Class C Profit Interests units have no voting rights except as required by law.

7.	MEMBERS’ EQUITY

Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C..

In accordance with the terms and conditions of the Repurchase Agreement, executed contemporaneously with the Purchase Agreement, during an earn-out period, the Sellers were eligible to earn additional cash consideration for the repurchase of units by the Company of up to fifty-four million dollars ($54,000) in the aggregate, payable by Class B unit holders (the “Purchasers”). The amounts to be paid were contingent upon EBITDA targets over a period of 3 years from the transaction date. As of December 31, 2019, the total amount paid out since the recapitalization transaction amounted to $54,000. Accordingly, as of December 31, 2019, this obligation was satisfied and no further amounts were due.

In addition to the earn-out obligation of the Purchasers, several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers.

Holders of Class C Profit Interests units have no voting rights except as required by law.

- Definition

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

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+ Details

WARRANTS

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

WARRANTS

NOTE 9. WARRANTS

Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a

Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

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

NOTE 9. WARRANTS

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder and

● if, and only if, the reported last sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

INCOME TAX

4 Months Ended

Dec. 31, 2020

INCOME TAX

NOTE 10. INCOME TAX

The Company’s net deferred tax liability at December 31, 2020 is as follows:


	December 31,
	2020
Deferred tax asset (liability)
Organizational/Start-up costs	$	24,416
Net operating loss carryforward		10,449
Unrealized gain on marketable securities		(193)
Total deferred tax assets, net		34,672
Valuation Allowance		(34,672)
Deferred tax liability, net of valuation allowance	$	—

The income tax provision for the period from August 21, 2020 (inception) through December 31, 2020 consists of the following:


	December 31,
	2020
Federal
Current	$	—
Deferred		(34,672)
State and Local
Current		—
Deferred		—
Change in valuation allowance		34,672
Income tax provision	$	—

As of December 31, 2020, the Company had $49,757 U.S. federal net operating loss carryover available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 21, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $34,672.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:



	December 31,
	2020
Statutory federal income tax rate		21.0	%
Warrant issuance costs		(2.8)	%
Expenses related to warrants		(2.6)	%
Change in fair value of warrant liability		(15.0)	%
Change in valuation allowance		(0.6)	%
Income tax provision		(0.0)	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

FAIR VALUE MEASUREMENTS (Restated)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

FAIR VALUE MEASUREMENTS (Restated)

NOTE 11. FAIR VALUE MEASUREMENTS (Restated)

The Company follows the guidance in ASC Topic 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.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2020, assets held in the Trust Account were comprised of $939 of cash and $236,214,150 of money market funds, which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2020, the company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account	1	$	236,215,089

Liabilities:
Warrant Liability – Public Warrants	1		14,125,160
Warrant Liability – Private Placement Warrants	3		13,330,002

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

Initial Measurement

The Company established the initial fair value for the Warrants on November 5, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement (which includes valuation for the over-allotment exercise on November 17, 2020) and for subsequent measurement (Private Placement Warrants only):


	November 5, 2020			December 31,
	(Initial			2020 (Subsequent
Input	Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%
Expected term (years)		5			5.05
Expected volatility		20.0	%		18.5	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11

On November 5, 2020 (after including the impact of the underwriters partial exercise of their overallotment option on November 17, 2020), the Private Placement Warrants were determined to have a value of $1.06 per warrant and the Public Warrants were determined to be $1.05 per warrant for aggregate values of $11.5 million and $12.2 million, respectively.

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


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 5, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,156,900 during the period from November 5, 2020 through December 31, 2020.

NOTE 10. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2021, assets held in the Trust Account were comprised of $236,289,574 of money market funds, which are primarily invested in U.S. Treasury securities. Company did not withdraw any interest income from the Trust Account.

At September 30, 2021, there were 11,578,000 Public Warrants and 10,837,400 Private Placement Warrants outstanding.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		September 30,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	236,289,574	$	236,215,089
Liabilities:
Warrant Liability - Public Warrants	1		18,640,580		14,125,160
Warrant Liability - Private Placement Warrants	3		18,098,458		13,330,002

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

Initial Measurement


	November 5,			December 31,			September 30, 2021
	2020 (Initial			2020 (Subsequent			(Subsequent
Input	Measurement)			Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%		1.02	%
Expected term (years)		5.00			5.05			5.21
Expected volatility		20.0	%		18.5	%		21.6	%
Exercise price	$	11.50		$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11		$	1.61

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at September 30, 2021 are as follows:


	Fair Value measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,289,574	$	—	$	—	$	236,289,574
Warrant Derivative Liability:
Public Warrants	$	18,640,580	$	—	$	—	$	18,640,580
Private Placement Warrants		—		—		18,098,458		18,098,458
Total Warrant Derivative Liability	$	18,640,580	$	—	$	18,098,458	$	36,739,038


	Fair Value measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,215,089	$	—	$	—	$	236,215,089
Warrant Derivative Liability:
Public Warrants	$	14,125,160	$	—	$	—	$	14,125,160
Private Placement Warrants		—		—		13,330,002		13,330,002
Total Warrant Derivative Liability	$	14,125,160	$	—	$	13,330,002	$	27,455,162

There were no transfers into or out of Level 3 during the three months ended September 30, 2021.

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


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 6, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162
Change in valuation inputs or other assumptions		9,753,660		9,841,300		19,594,960
Fair value as of September 30, 2021	$	18,098,458	$	18,640,580	$	36,739,038

- 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

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

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

11.

SUBSEQUENT EVENTS

The Company completed an evaluation of the impact of any subsequent events through the date the consolidated financial statements were available to issued and determined no required disclosure in the consolidated financial statements.

13.

SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2020 through May 27, 2021, the date these consolidated financial statements were available to be issued.

On April 19, 2021, CompoSecure entered into a merger agreement with Roman DBDR Tech Acquisition Corp (“Roman”), a Delaware corporation to merge, subject to the terms and conditions set in the agreement. Roman, a special purpose acquisition company, announced that CompoSecure and Roman had entered into a definitive merger agreement. Upon Closing of the transaction, the combined company will operate as CompoSecure, Inc. and will trade on the Nasdaq stock market.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its majority owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements)

considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020.

Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations.

Basis of Presentation

The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations.

Emerging Growth Company

Use of Estimates

Use of Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The Company bases its estimates on historical experience, current business factors, and various other assumptions believed to be reasonable under the circumstances, all of which are necessary, in order to form a basis for determining the carrying values of certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions.

Use of Estimates

The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business

factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 8 for further discussion of the nature of these assumptions and conditions.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.

Marketable Securities Held in Trust Account

At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable

securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Warrant Liability (Restated)

Offering Costs

Offering Costs (Restated, see Note 2 – Amendment 2)

Income Taxes

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

Income Taxes

The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 are no longer subject to examination by tax authorities.

Net Income (Loss) per Common Share

Net Loss Per Common Share (Restated, see Note 2 - Amendment 1)

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


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		19,525,316
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(5,340,678)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(5,340,678)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		7,018,311
Basic and diluted net loss per share, Non-Redeemable	$	(0.76)

Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 2)

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



	For the Period from August 21,
	2020 (Inception) Through
	December 31, 2020
	Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(4,136,863)	$	(1,203,815)
Denominator:
Basic and diluted weighted average shares outstanding		19,250,109		5,601,728
Basic and diluted net loss per common stock	$	(0.21)	$	(0.21)

Net Loss Per Common Share

Net Income (Loss) Per Common Share

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

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,415,400 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

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


									For the Period from August 21,
	Three Months Ended				Nine Months Ended				2020 (Inception) Through
	September 30, 2021				September 30, 2021				September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	140,438	$	36,473	$	(9,960,630)	$	(2,586,899)	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		22,290,037		5,789,000		22,290,037		5,789,000		—		—
Basic and diluted net income (loss) per common stock	$	0.01	$	0.01	$	(0.45)	$	(0.45)	$	—	$	—

Concentration of Credit Risk

Market and Credit Risk

credit approval process, monitoring customer and counterparty limits via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, the Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.

The Company maintains cash, cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required. The Company has not experienced any losses on such accounts.

Market and Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

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

Recent Accounting Pronouncements — Adopted

The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years.

The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease.

Operating Leases

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion.

The Company’s leases have remaining lease terms of 1 to 5 years. The Company does not include any renewal options in lease terms when calculating lease liabilities as the Company is not reasonably certain that it will exercise these options. Two of our leases include the early termination option in the lease term, however, it was not included in the lease terms when calculating the lease liability since the Company determined that it is reasonably certain it will not terminate the leases prior to the termination date.

The weighted-average remaining lease term for the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021.

ROU assets and lease liabilities related to our operating leases are as follows:


	Balance Sheet Classification	September 30,2021
Right-of-use assets	Right of use assets	$	5,511
Current lease liabilities	Current portion of lease liabilities		1,105
Non-current lease liabilities	Non-current portion of lease liabilities		4,995

The Company has lease agreements that contain both lease and non-lease components. The Company accounts for lease components together with non-lease components (e.g., common-area maintenance). The components of lease costs were as follows:


	Nine-month
	period ended
	September 30, 2021
Operating lease cost	$	979
Variable lease cost		322
Total lease cost	$	1,301

Future minimum commitments under all non-cancelable operating leases are as follows:


2021 (excluding the nine months ended September 30, 2021)	$	319
2022		1,294
2023		1,298
2024		1,263
2025		1,302
2026		1,096
Later years		97
Total lease payments		6,668
Less: Imputed interest		569
Present value of lease liabilities	$	6,100

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:


	Nine-month
	period ended
	September 30, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	954
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	—

Recent Accounting Pronouncements — Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable.

Recent Accounting Pronouncements — Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any

existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment.

While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Summarizes the effect of the correction on each financial statement line item


	As
	Previously				As
	Restated		Adjustments		Restated
Balance sheet as of November 10, 2020 (audited)
Warrant Liability	$	—	$	22,547,500	$	22,547,500
Class A Common Stock Subject to Possible Redemption		212,828,471		(22,547,500)		190,280,971
Class A Common Stock		113		222		335
Additional Paid-in Capital		4,999,970		1,303,608		6,303,578
Accumulated Deficit		(712)		(1,303,830)		(1,304,542)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—	$	27,455,162	$	27,455,162
Class A Common Stock Subject to Possible Redemption		224,050,680		(27,455,162)		195,595,518
Common Stock		119		270		389
Additional Paid-in Capital		5,164,409		5,175,301		10,339,710
Accumulated Deficit		(165,106)		(5,175,571)		(5,340,677)
Stockholders’ Equity		5,000,001		4		5,000,005

Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—	$	(4,460,862)	$	(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Net loss		(165,106)		(5,175,572)		(5,340,678)
Weighted average shares outstanding, Common stock subject to possible redemption		21,828,647		(2,303,331)		19,525,316
Basic and diluted net income per share, Common stock subject to possible redemption		0.00		—		0.00
Weighted average shares outstanding, Common stock		6,078,552		939,759		7,018,311
Basic and diluted net loss per share, Common stock		(0.03)		(0.73)		(0.76)
Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(165,106)	$	(5,175,572)	$	(5,340,678)
Change in fair value of warrant liability		—		(4,460,862)		(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Initial classification of Class A common stock subject to possible redemption		224,215,068		(23,644,544)		200,570,524
Change in value of Class A common stock subject to possible redemption		(164,388)		(3,810,618)		(3,975,006)


	As
	Previously				As
	Restated		Adjustment		Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200


	As Previously				As
	Restated		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	0.67	$	(0.21)


	As Previously
	Reported		Adjustment		As Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Balance Sheet as of March 31, 2021 (Unaudited)
Common stock subject to possible redemption	$	205,526,716		(30,664,484)		236,191,200
Common Stock	$	301		(301)		—
Additional paid-in capital	$	1,408,601		(1,408,601)		—
Accumulated deficit	$	3,590,522		(29,255,581)		(25,665,059)
Total Stockholders’ Equity (Deficit)	$	5,000,003		(30,664,483)		(25,664,480)

Balance Sheet as of June 30, 2021 (Unaudited)
Common stock subject to possible redemption	$	183,871,069		52,320,131		236,191,200
Common Stock	$	513		(513)		—
Additional paid-in capital	$	23,064,036		(23,064,036)		—
Accumulated deficit	$	(18,065,118)		(29,255,581)		(47,320,699)
Total Stockholders’ Equity (Deficit)	$	5,000,010		(52,320,131)		(47,320,121)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(34,595,681)		8,931,200		(25,664,481)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of common stock subject to redemption		21,655,640		(21,655,640)		—
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(25,664,481)		(21,655,640)		(47,320,121)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		—		—		—

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		8,931,202		(8,931,202)		—


	As Previously				As
	Reported		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	(0.08)	$	(0.96)

Statement of Operations for the Three Months Ended March 31, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	—	$	0.32	$	0.32
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,670,930		(3,881,930)		5,789,000

Statement of Operations for the Three Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.77)	$	(0.77)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,795,322		(3,006,322)		5,789,000
Basic and diluted net loss (income) per share, Non-redeemable common stock	$	(2.46)	$	1.69	$	(0.77)

Statement of Operations for the Six Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		19,714,293		2,667,243		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.45)	$	(0.45)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,230,707		(3,441,707)		5,789,000
Basic and diluted net income (loss) per share, Non-redeemable common stock	$	(1.38)	$	0.93	$	(0.45)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Schedule of reconciliation of Class A common stocks reflected in the balance sheets

At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

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

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


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		19,525,316
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(5,340,678)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(5,340,678)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		7,018,311
Basic and diluted net loss per share, Non-Redeemable	$	(0.76)

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



	For the Period from August 21,
	2020 (Inception) Through
	December 31, 2020
	Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(4,136,863)	$	(1,203,815)
Denominator:
Basic and diluted weighted average shares outstanding		19,250,109		5,601,728
Basic and diluted net loss per common stock	$	(0.21)	$	(0.21)

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


									For the Period from August 21,
	Three Months Ended				Nine Months Ended				2020 (Inception) Through
	September 30, 2021				September 30, 2021				September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	140,438	$	36,473	$	(9,960,630)	$	(2,586,899)	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		22,290,037		5,789,000		22,290,037		5,789,000		—		—
Basic and diluted net income (loss) per common stock	$	0.01	$	0.01	$	(0.45)	$	(0.45)	$	—	$	—

INCOME TAX (Tables)

4 Months Ended

Dec. 31, 2020

Schedule of net deferred tax liability


	December 31,
	2020
Deferred tax asset (liability)
Organizational/Start-up costs	$	24,416
Net operating loss carryforward		10,449
Unrealized gain on marketable securities		(193)
Total deferred tax assets, net		34,672
Valuation Allowance		(34,672)
Deferred tax liability, net of valuation allowance	$	—

Schedule of income tax provision


	December 31,
	2020
Federal
Current	$	—
Deferred		(34,672)
State and Local
Current		—
Deferred		—
Change in valuation allowance		34,672
Income tax provision	$	—

Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate



	December 31,
	2020
Statutory federal income tax rate		21.0	%
Warrant issuance costs		(2.8)	%
Expenses related to warrants		(2.6)	%
Change in fair value of warrant liability		(15.0)	%
Change in valuation allowance		(0.6)	%
Income tax provision		(0.0)	%

FAIR VALUE MEASUREMENTS (Tables)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Debt Securities, Held-to-maturity [Table Text Block]


	Fair Value measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,289,574	$	—	$	—	$	236,289,574
Warrant Derivative Liability:
Public Warrants	$	18,640,580	$	—	$	—	$	18,640,580
Private Placement Warrants		—		—		18,098,458		18,098,458
Total Warrant Derivative Liability	$	18,640,580	$	—	$	18,098,458	$	36,739,038


	Fair Value measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,215,089	$	—	$	—	$	236,215,089
Warrant Derivative Liability:
Public Warrants	$	14,125,160	$	—	$	—	$	14,125,160
Private Placement Warrants		—		—		13,330,002		13,330,002
Total Warrant Derivative Liability	$	14,125,160	$	—	$	13,330,002	$	27,455,162

Schedule of company's assets that are measured at fair value on a recurring basis


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account	1	$	236,215,089

Liabilities:
Warrant Liability – Public Warrants	1		14,125,160
Warrant Liability – Private Placement Warrants	3		13,330,002


		September 30,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	236,289,574	$	236,215,089
Liabilities:
Warrant Liability - Public Warrants	1		18,640,580		14,125,160
Warrant Liability - Private Placement Warrants	3		18,098,458		13,330,002

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


	November 5, 2020			December 31,
	(Initial			2020 (Subsequent
Input	Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%
Expected term (years)		5			5.05
Expected volatility		20.0	%		18.5	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11


	November 5,			December 31,			September 30, 2021
	2020 (Initial			2020 (Subsequent			(Subsequent
Input	Measurement)			Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%		1.02	%
Expected term (years)		5.00			5.05			5.21
Expected volatility		20.0	%		18.5	%		21.6	%
Exercise price	$	11.50		$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11		$	1.61

Schedule of changes in the fair value of warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 5, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 6, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162
Change in valuation inputs or other assumptions		9,753,660		9,841,300		19,594,960
Fair value as of September 30, 2021	$	18,098,458	$	18,640,580	$	36,739,038

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)						1 Months Ended	4 Months Ended	9 Months Ended
	Jun. 06, 2021 USD ($)	Nov. 17, 2020 USD ($) $ / shares shares	Nov. 12, 2020 USD ($) $ / shares shares	Nov. 10, 2020 USD ($) $ / shares shares	Nov. 05, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2019 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares							23,156,000
Shares Issued, Price Per Share \| $ / shares							$ 10.20
Proceeds from sale of Private Warrants							$ 10,837,400
Gross proceeds			$ 12,022,400
Transaction Costs							13,206,613
Underwriting fees							4,631,200
Deferred underwriting payable							8,104,600
Other offering costs							470,813
Cash and Cash Equivalents, at Carrying Value							13,422,000	$ 12,236,000	$ 26,728,000
Payments for investment of cash in Trust Account							$ 236,191,200
Condition for future business combination use of proceeds percentage							80
Condition for future business combination threshold Percentage Ownership							50
Condition for future business combination threshold Net Tangible Assets							$ 5,000,001
Redemption limit percentage without prior consent							15
Maximum Allowed Dissolution Expenses							$ 100,000
Advance from sponsor	$ 130,000					$ 13,217	$ 95,657
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares		1,156,000	1,156,000
Shares Issued, Price Per Share \| $ / shares		$ 10.00	$ 10.00
Proceeds From Sale Of Units			$ 462,400
Sale of Private Placement Warrants (in shares) \| shares							10,375,000
Price of warrant \| $ / shares			$ 1.00		$ 1.06		$ 1.00
Proceeds from sale of Private Warrants							$ 10,375,000
Gross proceeds					$ 11,500,000
Investment Of Proceeds In Trust Account			$ 11,791,200
Aggregate Proceeds Held In The Trust Account		$ 236,191,200	236,191,200
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares					$ 1.05
Gross proceeds					$ 12,200,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares				22,000,000			22,000,000
Shares Issued, Price Per Share \| $ / shares				$ 10.00			$ 10.00
Proceeds From Sale Of Units				$ 220,000,000
Minimum Net Tangible Assets Upon Consummation Of Business Combination								$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent								15.00%
Private Placement
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share \| $ / shares				$ 10.20
Payments for investment of cash in Trust Account				$ 224,400,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares				10,375,000
Proceeds From Sale Of Units				$ 10,375,000
Sale of Private Placement Warrants (in shares) \| shares				10,375,000
Proceeds from sale of Private Warrants				$ 10,375,000			$ 10,375,000
Private Placement \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares							$ 1.00
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares		1,156,000
Shares Issued, Price Per Share \| $ / shares		$ 10.00
Over-allotment \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		462,400
Proceeds from sale of Private Warrants		$ 462,400	$ 12,022,400

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)			1 Months Ended	3 Months Ended			4 Months Ended	5 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended			21 Months Ended
	Nov. 17, 2020	Nov. 12, 2020	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2021	Nov. 10, 2020	Aug. 20, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum Percentage Condition To Be Held In The Event Of A Tender Offer Or Exchange Offer							50.00%
Minimum net tangible assets				$ 5,000,001						$ 5,000,001					$ 5,000,001
Balance Sheet
Derivative Liability							$ 27,455,162	$ 27,455,162				$ 27,455,162
Class A Common Stock Subject to Possible Redemption				236,191,200	$ 236,191,200	$ 236,191,200	236,191,200	236,191,200	$ 236,191,200	236,191,200		236,191,200			236,191,200	$ 224,400,000
Additional Paid-in Capital							0	0				0
Accumulated deficit				(47,143,789)	(47,320,699)	(25,665,059)	(34,596,260)	(34,596,260)	(47,320,699)	(47,143,789)		(34,596,260)			(47,143,789)	(29,119,658)
Stockholders' Equity			$ 24,283	(47,143,210)	(47,320,121)	(25,664,481)	(34,595,681)	(34,595,681)	(47,320,121)	(47,143,210)	$ 24,283	(34,595,681)			(47,143,210)	(29,119,025)	$ 0
Statement of Operations
Change in fair value of warrant liability										(9,283,876)
Transaction costs associated with Initial Public Offering							(714,710)
Net loss			(717)				$ (5,340,678)			63,396,000	74,890,000	77,816,000	$ 81,473,000	$ 51,987,000
Basis weighted average shares outstanding, Common stock							5,601,728
Diluted weighted average shares outstanding, Common stock							5,601,728
Basic net loss per share, Common stock							$ (0.21)
Diluted net loss per share, Common stock							$ (0.21)
Statement of Changes in Stockholders' Equity (Deficit)
Number of units issued							23,156,000
Accretion of carrying value to redemption value							$ (29,279,949)								29,280,003
Cash Flow Statement
Net loss			$ (717)				(5,340,678)			63,396,000	$ 74,890,000	77,816,000	$ 81,473,000	$ 51,987,000
Change in fair value of warrant liability										(9,283,876)
Transaction costs associated with Initial Public Offering							(714,710)
Initial classification of Class A common stock subject to possible redemption							236,191,200
As Previously Reported
Balance Sheet
Class A Common Stock Subject to Possible Redemption					183,871,069	205,526,716	196,595,514	196,595,514	183,871,069			196,595,514				190,280,971
Common Stock					513	301	389	389	513			389				335
Additional Paid-in Capital					23,064,036	1,408,601	10,339,715	10,339,715	23,064,036			10,339,715				6,303,578
Accumulated deficit					(18,065,118)	3,590,522			(18,065,118)							(1,304,542)
Stockholders' Equity					5,000,010	5,000,003	5,000,005	5,000,005	5,000,010			5,000,005				5,000,004
As Previously Reported \| Restatement of warrants as derivative liabilities
Balance Sheet
Class A Common Stock Subject to Possible Redemption							224,050,680	224,050,680				224,050,680				212,828,471
Common Stock							119	119				119				113
Additional Paid-in Capital							5,164,409	5,164,409				5,164,409				4,999,970
Accumulated deficit							(165,106)	(165,106)				(165,106)				(712)
Stockholders' Equity							5,000,001	5,000,001				5,000,001
Statement of Operations
Net loss							$ (165,106)
Basis weighted average shares outstanding, Common stock							6,078,552
Diluted weighted average shares outstanding, Common stock							6,078,552
Basic net loss per share, Common stock							$ (0.03)
Diluted net loss per share, Common stock							$ (0.03)
Cash Flow Statement
Net loss							$ (165,106)
Initial classification of Class A common stock subject to possible redemption							224,215,068
Change in value of Class A common stock subject to possible redemption							(164,388)
Adjustments
Balance Sheet
Class A Common Stock Subject to Possible Redemption					52,320,131	(30,664,484)	39,595,686	39,595,686	52,320,131			39,595,686				34,119,029
Common Stock					(513)	(301)	(389)	(389)	(513)			(389)				(335)
Additional Paid-in Capital					(23,064,036)	(1,408,601)	(10,339,715)	(10,339,715)	(23,064,036)			(10,339,715)				(6,303,578)
Accumulated deficit					(29,255,581)	(29,255,581)			(29,255,581)							(27,815,116)
Stockholders' Equity					$ (52,320,131)	$ (30,664,483)	(39,595,684)	(39,595,684)	$ (52,320,131)			(39,595,684)				(34,119,029)
Statement of Changes in Stockholders' Equity (Deficit)
Accretion of carrying value to redemption value							(29,279,949)
Adjustments \| Restatement of warrants as derivative liabilities
Balance Sheet
Derivative Liability							27,455,162	27,455,162				27,455,162				22,547,500
Class A Common Stock Subject to Possible Redemption							(27,455,162)	(27,455,162)				(27,455,162)				(22,547,500)
Common Stock							270	270				270				222
Additional Paid-in Capital							5,175,301	5,175,301				5,175,301				1,303,608
Accumulated deficit							(5,175,571)	(5,175,571)				(5,175,571)				(1,303,830)
Stockholders' Equity							4	4				4
Statement of Operations
Change in fair value of warrant liability							(4,460,862)
Transaction costs associated with Initial Public Offering							(714,710)
Net loss							$ (5,175,572)
Basis weighted average shares outstanding, Common stock							939,759
Diluted weighted average shares outstanding, Common stock							939,759
Basic net loss per share, Common stock							$ (0.73)
Diluted net loss per share, Common stock							$ (0.73)
Cash Flow Statement
Net loss							$ (5,175,572)
Change in fair value of warrant liability							(4,460,862)
Transaction costs associated with Initial Public Offering							(714,710)
Initial classification of Class A common stock subject to possible redemption							(23,644,544)
Change in value of Class A common stock subject to possible redemption							(3,810,618)
As Restated \| Restatement of warrants as derivative liabilities
Balance Sheet
Derivative Liability							27,455,162	27,455,162				27,455,162				22,547,500
Class A Common Stock Subject to Possible Redemption							195,595,518	195,595,518				195,595,518				190,280,971
Common Stock							389	389				389				335
Additional Paid-in Capital							10,339,710	10,339,710				10,339,710				6,303,578
Accumulated deficit							(5,340,677)	(5,340,677)				(5,340,677)				(1,304,542)
Stockholders' Equity							5,000,005	5,000,005				5,000,005
Statement of Operations
Change in fair value of warrant liability							(4,460,862)
Transaction costs associated with Initial Public Offering							(714,710)
Net loss							$ (5,340,678)
Basis weighted average shares outstanding, Common stock							7,018,311
Diluted weighted average shares outstanding, Common stock							7,018,311
Basic net loss per share, Common stock							$ (0.76)
Diluted net loss per share, Common stock							$ (0.76)
Cash Flow Statement
Net loss							$ (5,340,678)
Change in fair value of warrant liability							(4,460,862)
Transaction costs associated with Initial Public Offering							(714,710)
Initial classification of Class A common stock subject to possible redemption							200,570,524
Change in value of Class A common stock subject to possible redemption							(3,975,006)
Public Warrants
Balance Sheet
Derivative Liability				18,640,580			14,125,160	14,125,160		18,640,580		14,125,160			18,640,580
Statement of Operations
Change in fair value of warrant liability							(1,968,260)
Cash Flow Statement
Change in fair value of warrant liability							(1,968,260)
Private Placement Warrants
Balance Sheet
Derivative Liability				$ 18,098,458			13,330,002	13,330,002		$ 18,098,458		13,330,002			18,098,458
Statement of Operations
Change in fair value of warrant liability							(1,842,358)
Statement of Changes in Stockholders' Equity (Deficit)
Number of units issued	1,156,000	1,156,000
Cash Flow Statement
Change in fair value of warrant liability							$ (1,842,358)
Class A common stock
Statement of Operations
Basis weighted average shares outstanding, Common stock				22,290,037			19,250,109			22,290,037
Diluted weighted average shares outstanding, Common stock			0	22,290,037			19,250,109			22,290,037
Basic net loss per share, Common stock				$ 0.01			$ (0.21)			$ (0.45)
Diluted net loss per share, Common stock			$ 0	$ 0.01			$ (0.21)			$ (0.45)
Class A common stock subject to possible redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets							$ 5,000,001	5,000,001				5,000,001
Balance Sheet
Class A Common Stock Subject to Possible Redemption				$ 236,191,200			$ 236,191,200	$ 236,191,200		$ 236,191,200		236,191,200			236,191,200
Statement of Operations
Basis weighted average shares outstanding, Common stock					22,381,536	22,381,536	19,250,109	19,250,109	22,381,536
Diluted weighted average shares outstanding, Common stock					22,381,536	22,381,536	19,250,109	19,250,109	22,381,536
Basic net loss per share, Common stock					$ (0.77)	$ 0.32	$ (0.21)		$ (0.45)
Diluted net loss per share, Common stock					$ (0.77)	$ 0.32	$ (0.21)		$ (0.45)
Statement of Changes in Stockholders' Equity (Deficit)
Number of units issued							23,156,000
Class A common stock subject to possible redemption \| As Previously Restated (Amendment 2)
Statement of Operations
Basis weighted average shares outstanding, Common stock								19,250,109
Class A common stock subject to possible redemption \| As Previously Reported
Balance Sheet
Class A Common Stock Subject to Possible Redemption							$ 196,595,514	$ 196,595,514				196,595,514				190,280,971
Common Stock							389	389				389				335
Additional Paid-in Capital							10,339,715	10,339,715				10,339,715				6,303,578
Accumulated deficit							(5,340,678)	(5,340,678)				(5,340,678)				(1,304,542)
Stockholders' Equity							5,000,005	$ 5,000,005				5,000,005				5,000,004
Statement of Operations
Basis weighted average shares outstanding, Common stock					20,149,678	20,149,678		21,828,647	19,714,293
Diluted weighted average shares outstanding, Common stock					20,149,678	20,149,678		21,828,647	19,714,293
Statement of Changes in Stockholders' Equity (Deficit)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses							206,911,197
Common stock subject to redemption							196,595,514
Cash Flow Statement
Initial classification of Class A common stock subject to possible redemption							$ 224,215,068
Class A common stock subject to possible redemption \| As Previously Reported \| Restatement of warrants as derivative liabilities
Statement of Operations
Basis weighted average shares outstanding, Common stock							21,828,647
Diluted weighted average shares outstanding, Common stock							21,828,647
Basic net loss per share, Common stock							$ 0.00
Diluted net loss per share, Common stock							$ 0.00
Class A common stock subject to possible redemption \| As Previously Reported \| As Restated (Amendment 2)
Statement of Operations
Basis weighted average shares outstanding, Common stock								21,828,647
Class A common stock subject to possible redemption \| Adjustments
Balance Sheet
Class A Common Stock Subject to Possible Redemption							$ 39,595,686	$ 39,595,686				39,595,686				34,119,029
Common Stock							(389)	(389)				(389)				(335)
Additional Paid-in Capital							(10,339,715)	(10,339,715)				(10,339,715)				(6,303,578)
Accumulated deficit							(29,255,581)	(29,255,581)				(29,255,581)				(27,815,116)
Stockholders' Equity							(39,595,684)	$ (39,595,684)				(39,595,684)				(34,119,029)
Statement of Operations
Basis weighted average shares outstanding, Common stock					2,231,858	2,231,858		(2,578,538)	2,667,243
Diluted weighted average shares outstanding, Common stock					2,231,858	2,231,858		(2,578,538)	2,667,243
Basic net loss per share, Common stock					$ (0.77)	$ 0.32			$ (0.45)
Diluted net loss per share, Common stock					$ (0.77)	$ 0.32			$ (0.45)
Statement of Changes in Stockholders' Equity (Deficit)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses							(206,911,197)
Common stock subject to redemption							(196,595,514)
Accretion of carrying value to redemption value							(29,279,949)
Cash Flow Statement
Initial classification of Class A common stock subject to possible redemption							$ 11,976,132
Class A common stock subject to possible redemption \| Adjustments \| Restatement of warrants as derivative liabilities
Statement of Operations
Basis weighted average shares outstanding, Common stock							(2,303,331)
Diluted weighted average shares outstanding, Common stock							(2,303,331)
Class A common stock subject to possible redemption \| Adjustments \| As Adjusted (Amendment 2)
Statement of Operations
Basis weighted average shares outstanding, Common stock								(2,578,538)
Class A common stock subject to possible redemption \| As Restated
Balance Sheet
Class A Common Stock Subject to Possible Redemption							$ 236,191,200	$ 236,191,200				236,191,200				224,400,000
Accumulated deficit							(34,596,259)	(34,596,259)				(34,596,259)				(29,119,658)
Stockholders' Equity							(34,595,681)	(34,595,681)				(34,595,681)				$ (29,119,025)
Statement of Changes in Stockholders' Equity (Deficit)
Accretion of carrying value to redemption value							(29,279,949)
Cash Flow Statement
Initial classification of Class A common stock subject to possible redemption							$ 236,191,200
Class A common stock subject to possible redemption \| As Restated \| Restatement of warrants as derivative liabilities
Statement of Operations
Basis weighted average shares outstanding, Common stock							19,525,316
Diluted weighted average shares outstanding, Common stock							19,525,316
Basic net loss per share, Common stock							$ 0.00
Diluted net loss per share, Common stock							$ 0.00
Class B common stock
Balance Sheet
Common Stock				$ 579			$ 579	$ 579		$ 579		$ 579			$ 579
Statement of Operations
Basis weighted average shares outstanding, Common stock			5,500,000	5,789,000			5,601,728			5,789,000
Diluted weighted average shares outstanding, Common stock			5,500,000	5,789,000			5,601,728			5,789,000
Basic net loss per share, Common stock				$ 0.01			$ (0.21)			$ (0.45)
Diluted net loss per share, Common stock			$ 0	$ 0.01			$ (0.21)			$ (0.45)
Non Redeemable Common Stock
Statement of Operations
Basis weighted average shares outstanding, Common stock					5,789,000	5,789,000	7,018,311	5,601,728	5,789,000
Diluted weighted average shares outstanding, Common stock					5,789,000	5,789,000		5,601,728	5,789,000
Basic net loss per share, Common stock					$ (0.77)		$ (0.76)	$ (0.96)	$ (0.45)
Diluted net loss per share, Common stock					$ (0.77)			$ (0.96)	$ (0.45)
Non Redeemable Common Stock \| As Previously Restated (Amendment 2)
Statement of Operations
Basis weighted average shares outstanding, Common stock								5,601,728
Diluted weighted average shares outstanding, Common stock								5,601,728
Basic net loss per share, Common stock								$ (0.21)
Diluted net loss per share, Common stock								$ (0.21)
Non Redeemable Common Stock \| As Previously Reported
Statement of Operations
Basis weighted average shares outstanding, Common stock					8,795,322	9,670,930		6,078,552	9,230,707
Diluted weighted average shares outstanding, Common stock					8,795,322	9,670,930		6,078,552	9,230,707
Basic net loss per share, Common stock					$ (2.46)			$ (0.88)	$ (1.38)
Diluted net loss per share, Common stock					$ (2.46)			$ (0.88)	$ (1.38)
Non Redeemable Common Stock \| As Previously Reported \| As Restated (Amendment 2)
Statement of Operations
Basis weighted average shares outstanding, Common stock								6,078,552
Diluted weighted average shares outstanding, Common stock								6,078,552
Basic net loss per share, Common stock								$ (0.88)
Diluted net loss per share, Common stock								$ (0.88)
Non Redeemable Common Stock \| Adjustments
Statement of Operations
Basis weighted average shares outstanding, Common stock					(3,006,322)	(3,881,930)		(476,824)	(3,441,707)
Diluted weighted average shares outstanding, Common stock					(3,006,322)	(3,881,930)		(476,824)	(3,441,707)
Basic net loss per share, Common stock					$ 1.69			$ (0.08)	$ 0.93
Diluted net loss per share, Common stock					$ 1.69			$ (0.08)	$ 0.93
Non Redeemable Common Stock \| Adjustments \| As Adjusted (Amendment 2)
Statement of Operations
Basis weighted average shares outstanding, Common stock								(476,824)
Diluted weighted average shares outstanding, Common stock								(476,824)
Basic net loss per share, Common stock								$ 0.67
Diluted net loss per share, Common stock								$ (0.67)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	4 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Transaction Costs	$ 13,206,613
Underwriting fees	4,631,200
Deferred underwriting payable	8,104,600
Other offering costs	470,813
Offering cost charged to expense	714,710	$ 714,710
Offering cost charged to stock holders equity		12,491,903
Offering cost charged to temporary equity	12,491,903
Cash equivalents	0	0
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	0	0
Cash, FDIC Insured Amount	$ 250,000	$ 250,000
Anti-dilutive securities attributable to warrants (in shares)	22,415,400

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stocks reflected in the condensed balance sheets (Details) - USD ($)	4 Months Ended	21 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Nov. 10, 2020
Gross proceeds	$ 231,560,000	$ 231,560,000
Proceeds allocated to Public Warrants	(12,156,900)	12,156,900
Class A common stocks issuance costs	(12,491,903)	12,491,903
Accretion of carrying value to redemption value	29,280,003
Class A Common Stock Subject to Possible Redemption	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 224,400,000

- Definition

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

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted - (Details) - USD ($)	3 Months Ended		4 Months Ended	5 Months Ended	6 Months Ended	9 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account			$ 22,970			$ 74,485
Denominator: Weighted Average Class A common stock subject to possible redemption
Basis weighted average shares outstanding, Common stock			5,601,728
Diluted weighted average shares outstanding, Common stock			5,601,728
Basic net loss per share, Common stock			$ (0.21)
Diluted net loss per share, Common stock			$ (0.21)
Redeemable Class Common Stock
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account			$ 22,970
Unrealized gain on marketable securities held in Trust Account			919
Less: interest available to be withdrawn for payment of taxes			$ (23,889)
Denominator: Weighted Average Class A common stock subject to possible redemption
Basis weighted average shares outstanding, Common stock			19,525,316
Basic net loss per share, Common stock			$ 0.00
Non Redeemable Common Stock
Numerator: Earnings allocable to common stock subject to possible redemption
Net Income / Loss			$ (5,340,678)
Non-Redeemable Net Loss			$ (5,340,678)
Denominator: Weighted Average Class A common stock subject to possible redemption
Basis weighted average shares outstanding, Common stock	5,789,000	5,789,000	7,018,311	5,601,728	5,789,000
Diluted weighted average shares outstanding, Common stock	5,789,000	5,789,000		5,601,728	5,789,000
Basic net loss per share, Common stock	$ (0.77)		$ (0.76)	$ (0.96)	$ (0.45)
Diluted net loss per share, Common stock	$ (0.77)			$ (0.96)	$ (0.45)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Amendment 2) (Details) - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Denominator:
Basis weighted average shares outstanding, Common stock			5,601,728
Diluted weighted average shares outstanding, Common stock			5,601,728
Basic net loss per share, Common stock			$ (0.21)
Diluted net loss per share, Common stock			$ (0.21)
Class A common stock
Numerator:
Allocation of net loss, as adjusted		$ 140,438	$ (4,136,863)	$ (9,960,630)
Denominator:
Basis weighted average shares outstanding, Common stock		22,290,037	19,250,109	22,290,037
Diluted weighted average shares outstanding, Common stock	0	22,290,037	19,250,109	22,290,037
Basic net loss per share, Common stock		$ 0.01	$ (0.21)	$ (0.45)
Diluted net loss per share, Common stock	$ 0	$ 0.01	$ (0.21)	$ (0.45)
Class B common stock
Numerator:
Allocation of net loss, as adjusted		$ 36,473	$ (1,203,815)	$ (2,586,899)
Denominator:
Basis weighted average shares outstanding, Common stock	5,500,000	5,789,000	5,601,728	5,789,000
Diluted weighted average shares outstanding, Common stock	5,500,000	5,789,000	5,601,728	5,789,000
Basic net loss per share, Common stock		$ 0.01	$ (0.21)	$ (0.45)
Diluted net loss per share, Common stock	$ 0	$ 0.01	$ (0.21)	$ (0.45)

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
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- Definition

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

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

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+ Details

INITIAL PUBLIC OFFERING (Details) - $ / shares				4 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Nov. 17, 2020	Nov. 10, 2020	Nov. 05, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)				23,156,000
Shares Issued, Price Per Share				$ 10.20
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			0.5
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Common shares, par value (in dollars per share)				0.0001
Class A common stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)				$ 0.0001
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)		22,000,000		22,000,000
Shares Issued, Price Per Share		$ 10.00		$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Exercise price of warrants	$ 11.50
Initial Public Offering \| Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Initial Public Offering \| Class A common stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Common shares, par value (in dollars per share)	$ 0.0001
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)	1,156,000
Shares Issued, Price Per Share	$ 10.00
Number of shares in a unit	1,156,000

PRIVATE PLACEMENT (Details) - USD ($)				4 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Nov. 17, 2020	Nov. 12, 2020	Nov. 10, 2020	Dec. 31, 2020	Nov. 05, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				$ 10,837,400
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)				10,375,000
Price of warrants		$ 1.00		$ 1.00	$ 1.06
Aggregate purchase price				$ 10,375,000
Number of shares per warrant	462,400
Exercise price of warrant	$ 1.00			$ 11.50
Over-allotment \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	462,400
Aggregate purchase price	$ 462,400	$ 12,022,400
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)			10,375,000
Aggregate purchase price			$ 10,375,000	$ 10,375,000
Number of shares per warrant			1
Exercise price of warrant			$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended	4 Months Ended	9 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Oct. 26, 2020 shares	Aug. 26, 2020 USD ($) shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 $ / shares shares	Nov. 17, 2020 shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000	$ 25,000
Class B common stock
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding				5,789,000	5,789,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Sponsor \| Class B common stock
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Founder Shares
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding						5,789,000
Founder Shares \| Class B common stock
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding				5,789,000
Shares subject to forfeiture				289,000
Founder Shares \| Class B common stock \| Over-allotment
Related Party Transaction [Line Items]
Number of shares forfeited				536,000
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $		$ 25,000
Common Stock, Shares, Outstanding	6,325,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12.00
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Founder Shares \| Sponsor \| Class B common stock
Related Party Transaction [Line Items]
Number of shares issued		7,906,250
Aggregate purchase price \| $		$ 25,000
Aggregate purchase of common shares	1,581,250
Common Stock, Shares, Outstanding	6,325,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Founder Shares \| Sponsor \| Class B common stock \| Over-allotment
Related Party Transaction [Line Items]
Aggregate purchase of common shares				825,000

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)				3 Months Ended	4 Months Ended	9 Months Ended
	Nov. 10, 2020	Nov. 06, 2020	Aug. 26, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Related Party Transaction [Line Items]
Repayment of promissory note - related party					$ 95,657	$ 1,600
Expenses incurred and paid				$ 10,200		50,200
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Proceeds from Related Party Advances			$ 300,000
Repayment of promissory note - related party	$ 95,657				95,657
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid					14,450
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant				$ 1,500,000	$ 1,500,000	$ 1,500,000
Price of warrant					$ 1.00

COMMITMENTS (Details)	4 Months Ended
COMMITMENTS (Details)	Dec. 31, 2020 USD ($) item $ / shares	Sep. 30, 2021 item $ / shares
Maximum number of demands for registration of securities \| item	3	3
Deferred fee per unit \| $ / shares	$ 0.35	$ 0.35
Aggregate Deferred Underwriting Fee Payable \| $	$ 8,104,600

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

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	4 Months Ended	9 Months Ended
STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Dec. 31, 2020 Vote $ / shares shares	Sep. 30, 2021 Vote $ / shares shares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	23,156,000
Common shares, shares outstanding (in shares)	23,156,000
Class A common stock subject to possible redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	23,156,000	23,156,000
Common shares, shares outstanding (in shares)	23,156,000	23,156,000
Class A common stock subject to possible redemption, outstanding (in shares)	23,156,000	23,156,000
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	5,789,000	5,789,000
Common shares, shares outstanding (in shares)	5,789,000	5,789,000
Ratio to be applied to the stock in the conversion	1	1
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders	20.00%

WARRANTS (Details)	4 Months Ended	9 Months Ended
WARRANTS (Details)	Dec. 31, 2020 $ / shares	Sep. 30, 2021 D item $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Threshold issue price per share	$ 9.20
Threshold trading days determining volume weighted average price	20 days
Share Price	$ 9.20
Percentage of market value	180.00%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	115.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Redemption period	3 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the initial public offering		12 months
Public Warrants expiration term		5 years
Threshold period for filling registration statement after business combination		15 days
Share Price		$ 9.20
Percentage of market value		180.00%
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Redemption price per public warrant (in dollars per share)		$ 0.01
Threshold trading days for redemption of public warrants \| item		20
Threshold consecutive trading days for redemption of public warrants \| D		30
Redemption period		3 days
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00

INCOME TAX - DEFERRED TAX (Details)	Dec. 31, 2020 USD ($)
Deferred tax asset (liability)
Organizational/Start-up costs	$ 24,416
Net operating loss carryforward	10,449
Unrealized gain on marketable securities	(193)
Total deferred tax assets, net	34,672
Valuation Allowance	$ (34,672)

INCOME TAX - Tax Provision - (Details)	Dec. 31, 2020 USD ($)
Deferred	$ (34,672)
Change in valuation allowance	$ 34,672

INCOME TAX (Details)	4 Months Ended
INCOME TAX (Details)	Dec. 31, 2020
Statutory federal income tax rate	21.00%
Warrants issuance costs	(2.80%)
Expenses related to warrants	(2.60%)
Change in fair value of warrant liability	(15.00%)
Change in valuation allowance	(0.60%)
Income tax provision	0.00%

INCOME TAX - Additional Information (Details)	4 Months Ended
INCOME TAX - Additional Information (Details)	Dec. 31, 2020 USD ($)
Net operating loss carryover	$ 49,757
Change in valuation allowance	$ 34,672

FAIR VALUE MEASUREMENTS - fair value hierarchy of the valuation inputs (Details) - USD ($)	Nov. 05, 2020	Sep. 30, 2021	Dec. 31, 2020
Assets:
Assets Held-in-trust, Noncurrent		$ 236,289,574	$ 236,215,089
Liabilities:
Derivative Liability			27,455,162
Recurring
Liabilities:
Derivative Liability		36,739,038	27,455,162
Level 1 \| Recurring
Assets:
Assets Held-in-trust, Noncurrent		236,289,574	236,215,089
Liabilities:
Derivative Liability		18,640,580	14,125,160
Level 3 \| Recurring
Liabilities:
Derivative Liability		18,098,458	13,330,002
U.S. Treasury Securities
Assets:
Assets Held-in-trust, Noncurrent			236,214,150
Cash
Assets:
Assets Held-in-trust, Noncurrent			939
Public Warrants
Liabilities:
Derivative Liability		18,640,580	14,125,160
Number of Warrants Issued Per Unit	0.5
Public Warrants \| Recurring
Liabilities:
Derivative Liability		18,640,580	14,125,160
Public Warrants \| Level 1 \| Recurring
Liabilities:
Derivative Liability		18,640,580	14,125,160
Private Placement Warrants
Liabilities:
Derivative Liability		18,098,458	13,330,002
Private Placement Warrants \| Recurring
Liabilities:
Derivative Liability		18,098,458	13,330,002
Private Placement Warrants \| Level 1 \| Recurring
Liabilities:
Derivative Liability			13,330,002
Private Placement Warrants \| Level 3 \| Recurring
Liabilities:
Derivative Liability		$ 18,098,458	$ 13,330,002
Class A common stock
Liabilities:
Number of Shares Issued Per Unit	1

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details)	Nov. 12, 2020 USD ($) $ / shares	Nov. 05, 2020 USD ($) $ / shares	Sep. 30, 2021	Dec. 31, 2020 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross proceeds	$ 12,022,400
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		0.36	1.02	0.37
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		5.00	5.21	5.05
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		20.0	21.6	18.5
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		11.50	11.50	11.50
Fair value of Units
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input		9.48	1.61	10.11
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Price of warrant \| $ / shares		$ 1.05
Gross proceeds		$ 12,200,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Price of warrant \| $ / shares	$ 1.00	$ 1.06		$ 1.00
Gross proceeds		$ 11,500,000

FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - USD ($)	2 Months Ended	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value at beginning of the period			$ 27,455,162
Initial measurement on November 5, 2020	$ 23,644,544	$ 23,644,544
Change in valuation inputs or other assumptions	3,810,618	3,810,618	19,594,960
Fair value at end of the period	27,455,162	27,455,162	36,739,038
Transfers out of level 3	12,156,900		0
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value at beginning of the period			14,125,160
Initial measurement on November 5, 2020	12,156,900	12,156,900
Change in valuation inputs or other assumptions	1,968,260	1,968,260	9,841,300
Fair value at end of the period	14,125,160	14,125,160	18,640,580
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value at beginning of the period			13,330,002
Initial measurement on November 5, 2020	11,487,644	11,487,644
Change in valuation inputs or other assumptions	1,842,358	1,842,358	9,753,660
Fair value at end of the period	$ 13,330,002	$ 13,330,002	$ 18,098,458

CONDENSED BALANCE SHEETS	Sep. 30, 2021 USD ($)
Current assets
Cash	$ 12,236,000
Prepaid expenses	225,388
Total Current Assets	72,954,000
Cash and marketable securities held in Trust Account	236,289,574
TOTAL ASSETS	107,752,000
Current liabilities
Accounts payable and accrued expenses	2,470,093
Advance from related parties	168,400
Accrued expenses	13,817,000
Total Current Liabilities	43,069,000
Deferred underwriting fee payable	8,104,600
TOTAL LIABILITIES	258,118,000
Commitments and Contingencies
Class A common stock subject to possible redemption 23,156,000 shares at redemption value at September 30, 2021 and December 31, 2020	236,191,200
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Accumulated deficit	(47,143,789)
Total Stockholders' Deficit	(47,143,210)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	107,752,000
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption 23,156,000 shares at redemption value at September 30, 2021 and December 31, 2020	236,191,200
Class B common stock
Stockholders' Deficit
Common stock	579
Private Placement Warrants
Current liabilities
Derivative Liability	18,098,458
Public Warrants
Current liabilities
Derivative Liability	$ 18,640,580

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
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
Class A common stock
Common stock, par value		$ 0.0001
Common stock, shares authorized		200,000,000
Common stock, shares issued		23,156,000
Common stock, shares outstanding		23,156,000
Class A common stock subject to possible redemption
Common stock, shares issued	23,156,000	23,156,000
Common stock, shares outstanding	23,156,000	23,156,000
Temporary equity, shares outstanding	23,156,000	23,156,000
Class A common stock not subject to possible redemption
Common stock, par value	$ 0.0001
Common stock, shares authorized	200,000,000
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,789,000	5,789,000
Common stock, shares outstanding	5,789,000	5,789,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 498,591	$ 3,338,138
Loss from operations	(498,591)	72,226,000
Other income (expense):
Interest earned on marketable securities held in Trust Account	3,040	74,485
Change in fair value of Derivative Liability	672,462	(9,283,876)
Total other income (expense), net	675,502	(8,830,000)
Net income (loss)	$ 176,911	$ 63,396,000
Class A common stock
Other income (expense):
Basic weighted average shares outstanding	22,290,037	22,290,037
Diluted weighted average shares outstanding	22,290,037	22,290,037
Basic net income (loss) per common stock	$ 0.01	$ (0.45)
Diluted net income (loss) per common stock	$ 0.01	$ (0.45)
Class B common stock
Other income (expense):
Basic weighted average shares outstanding	5,789,000	5,789,000
Diluted weighted average shares outstanding	5,789,000	5,789,000
Basic net income (loss) per common stock	$ 0.01	$ (0.45)
Diluted net income (loss) per common stock	$ 0.01	$ (0.45)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT - USD ($)	Common Stock Class B common stock	Common Stock Class A common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Aug. 20, 2020	$ 0		$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Aug. 20, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	$ 633		24,367		25,000
Issuance of Class B common stock to Sponsors (in shares)	6,325,000
Net income (loss)				(717)	(717)
Balance at the end at Sep. 30, 2020	$ 633		24,367	(717)	24,283
Balance at the end (in shares) at Sep. 30, 2020	6,325,000
Balance at the beginning at Aug. 20, 2020	$ 0		0	0	0
Balance at the beginning (in shares) at Aug. 20, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	$ 633		24,367	0	25,000
Issuance of Class B common stock to Sponsors (in shares)	6,325,000
Forfeiture of Founder Shares	$ (54)		0	0	(54)
Forfeiture of Founder Shares (in shares)	(536,000)
Net income (loss)			0	(5,340,678)	(5,340,678)
Balance at the end at Dec. 31, 2020	$ 579	$ 0	0	(34,596,260)	(34,595,681)
Balance at the end (in shares) at Dec. 31, 2020	5,789,000	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	$ 0	0	8,931,200	8,931,200
Balance at the end at Mar. 31, 2021	$ 579			(25,665,060)	(25,664,481)
Balance at the end (in shares) at Mar. 31, 2021	5,789,000
Balance at the beginning at Dec. 31, 2020	$ 579	$ 0	$ 0	(34,596,260)	(34,595,681)
Balance at the beginning (in shares) at Dec. 31, 2020	5,789,000	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 37,211,000	$ 24,807,000			63,396,000
Balance at the end at Sep. 30, 2021	$ 579			(47,143,789)	(47,143,210)
Balance at the end (in shares) at Sep. 30, 2021	5,789,000
Balance at the beginning at Mar. 31, 2021	$ 579			(25,665,060)	(25,664,481)
Balance at the beginning (in shares) at Mar. 31, 2021	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(21,655,640)	(21,655,640)
Balance at the end at Jun. 30, 2021	$ 579			(47,320,700)	(47,320,121)
Balance at the end (in shares) at Jun. 30, 2021	5,789,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				176,911	176,911
Balance at the end at Sep. 30, 2021	$ 579			$ (47,143,789)	$ (47,143,210)
Balance at the end (in shares) at Sep. 30, 2021	5,789,000

- Definition

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

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (717)	$ 63,396,000
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(74,485)
Change in fair value of warrant liability		9,283,876
Changes in operating assets and liabilities:
Prepaid expenses		209,300
Accrued expenses		2,260,000
Net cash used in operating activities	(717)	48,046,000
Cash Flows from Investing Activities:
Net cash (used in) provided by investing activities		(3,900,000)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	13,217
Payment of offering costs	(12,500)
Advances from related party		170,000
Repayment of advances from related party		(1,600)
Net cash provided by financing activities	717	(45,333,000)
Net Change in Cash	0	(1,187,000)
Cash - Beginning of period	0	13,422,000
Cash - End of period	17,509,000	$ 12,236,000
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	5,000
Offering costs paid by Sponsor in exchange for issuance of founder shares	$ 25,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period from August 21, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”).

Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.20).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of September 30, 2021, the Company had $15,158 in its operating bank accounts, $236,289,574 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith, and working capital deficit of $2,247,947 which excludes franchise and income taxes payable of $150,000, as such amounts may be paid from interest earned on the Trust Account. For the quarter ended September 30, 2021, interest income which is available to pay the Company’s tax obligations amounted to $98,374.

In May 2021, the Sponsor agreed to provide the Company up to $1,500,000 in loans. The loans, if issued, as well as any future loans that may be made by the Company’s officers and directors (or their affiliates), will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per warrant at the option of the lender. As of September 30, 2021, the Company had no outstanding balances under such promissory notes.

The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

On June 6, 2021 the Sponsor agreed to advance $130,000 to the Company to pay for operating expenses.

Risks and Uncertainties

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Amendment 1


	As
	Previously				As
	Restated		Adjustments		Restated
Balance sheet as of November 10, 2020 (audited)
Warrant Liability	$	—	$	22,547,500	$	22,547,500
Class A Common Stock Subject to Possible Redemption		212,828,471		(22,547,500)		190,280,971
Class A Common Stock		113		222		335
Additional Paid-in Capital		4,999,970		1,303,608		6,303,578
Accumulated Deficit		(712)		(1,303,830)		(1,304,542)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—	$	27,455,162	$	27,455,162
Class A Common Stock Subject to Possible Redemption		224,050,680		(27,455,162)		195,595,518
Common Stock		119		270		389
Additional Paid-in Capital		5,164,409		5,175,301		10,339,710
Accumulated Deficit		(165,106)		(5,175,571)		(5,340,677)
Stockholders’ Equity		5,000,001		4		5,000,005

Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—	$	(4,460,862)	$	(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Net loss		(165,106)		(5,175,572)		(5,340,678)
Weighted average shares outstanding, Common stock subject to possible redemption		21,828,647		(2,303,331)		19,525,316
Basic and diluted net income per share, Common stock subject to possible redemption		0.00		—		0.00
Weighted average shares outstanding, Common stock		6,078,552		939,759		7,018,311
Basic and diluted net loss per share, Common stock		(0.03)		(0.73)		(0.76)
Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(165,106)	$	(5,175,572)	$	(5,340,678)
Change in fair value of warrant liability		—		(4,460,862)		(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Initial classification of Class A common stock subject to possible redemption		224,215,068		(23,644,544)		200,570,524
Change in value of Class A common stock subject to possible redemption		(164,388)		(3,810,618)		(3,975,006)

Amendment 2

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


	As
	Previously				As
	Restated		Adjustment		Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200


	As Previously				As
	Restated		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	0.67	$	(0.21)

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The impact of the restatement on the Company’s financial statements is reflected in the following table.


	As Previously
	Reported		Adjustment		As Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Balance Sheet as of March 31, 2021 (Unaudited)
Common stock subject to possible redemption	$	205,526,716		(30,664,484)		236,191,200
Common Stock	$	301		(301)		—
Additional paid-in capital	$	1,408,601		(1,408,601)		—
Accumulated deficit	$	3,590,522		(29,255,581)		(25,665,059)
Total Stockholders’ Equity (Deficit)	$	5,000,003		(30,664,483)		(25,664,480)

Balance Sheet as of June 30, 2021 (Unaudited)
Common stock subject to possible redemption	$	183,871,069		52,320,131		236,191,200
Common Stock	$	513		(513)		—
Additional paid-in capital	$	23,064,036		(23,064,036)		—
Accumulated deficit	$	(18,065,118)		(29,255,581)		(47,320,699)
Total Stockholders’ Equity (Deficit)	$	5,000,010		(52,320,131)		(47,320,121)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(34,595,681)		8,931,200		(25,664,481)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of common stock subject to redemption		21,655,640		(21,655,640)		—
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(25,664,481)		(21,655,640)		(47,320,121)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		—		—		—

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		8,931,202		(8,931,202)		—


	As Previously				As
	Reported		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	(0.08)	$	(0.96)

Statement of Operations for the Three Months Ended March 31, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	—	$	0.32	$	0.32
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,670,930		(3,881,930)		5,789,000

Statement of Operations for the Three Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.77)	$	(0.77)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,795,322		(3,006,322)		5,789,000
Basic and diluted net loss (income) per share, Non-redeemable common stock	$	(2.46)	$	1.69	$	(0.77)

Statement of Operations for the Six Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		19,714,293		2,667,243		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.45)	$	(0.45)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,230,707		(3,441,707)		5,789,000
Basic and diluted net income (loss) per share, Non-redeemable common stock	$	(1.38)	$	0.93	$	(0.45)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at September 30, 2021 and December 31, 2020.

Market and Credit Risk

Inventories

Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on a straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives.

Revenue Recognition

The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2021 and December 31, 2020.

The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 90 days of the invoice, a significant financing component is not included within the contracts.

The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company’s contracts are generally short term in nature.

Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company accounts for shipping and handling as activities fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. Revenue is recognized net of variable consideration such as discounts, rebates, and returns.

Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable.

Fair value of financial instruments

The Company determines fair value in accordance with ASC 820 which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market i.e. Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value:

● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

● Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as:

● Quoted prices for similar assets or liabilities in active markets

● Quoted prices for identical or similar assets or liabilities in inactive markets

● Inputs other than quoted prices that are observable for the asset or liability

● Inputs that are derived principally from or corroborated by observable market data by correlation or other mean

● Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

The Company does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 5, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan.

Segment Information

The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President.The Company’s chief operating decision-maker is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not prepare discrete financial information to allocate resources to separate products or by location.

Accordingly, the Company views its business as one reportable operating segment.

Recent Accounting Pronouncements — Adopted

Operating Leases

The weighted-average remaining lease term for the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021.

ROU assets and lease liabilities related to our operating leases are as follows:


	Balance Sheet Classification	September 30,2021
Right-of-use assets	Right of use assets	$	5,511
Current lease liabilities	Current portion of lease liabilities		1,105
Non-current lease liabilities	Non-current portion of lease liabilities		4,995


	Nine-month
	period ended
	September 30, 2021
Operating lease cost	$	979
Variable lease cost		322
Total lease cost	$	1,301

Future minimum commitments under all non-cancelable operating leases are as follows:


2021 (excluding the nine months ended September 30, 2021)	$	319
2022		1,294
2023		1,298
2024		1,263
2025		1,302
2026		1,096
Later years		97
Total lease payments		6,668
Less: Imputed interest		569
Present value of lease liabilities	$	6,100

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:


	Nine-month
	period ended
	September 30, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	954
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	—

Recent Accounting Pronouncements — Not Yet Adopted

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Inventories

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on a straight-line basis over the shorter of the useful lives of the assets or the remaining lease term.Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives.

Revenue Recognition

On January 1, 2019, the Company adopted the new accounting standard ASC 606, “revenue from Contracts with Customers” (Topic 606) (“ASC 606”) and the related amendments to all contracts with customers that were not completed as of the date of adoption using the modified retrospective method. As a result of the assessment, the Company determined that adoption of the new standard did not have a significant impact on its revenue recognition methodology. As a result of adopting the new guidance, the Company recognizes revenue when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt,

depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of December 31, 2020 and 2019.

Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company accounts for shipping and handling as activities to fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. Revenue is recognized net of variable consideration such as discounts , rebates, and returns.

The Company’s products do not include an unmitigated right of return unless the product is non- conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non- conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company. Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable.

Shipping and Handling Costs

Amounts billed to customers for shipping and handling are classified as revenue. Costs incurred in shipping and handling are recognized in Cost of goods sold in the consolidated statements of operations. Total Shipping and handling costs were approximately $1,596, $1,752, and $1,177 for the years ended December 31, 2020, 2019, and 2018, respectively.

Advertising

The Company expenses the cost of advertising as incurred. Advertising expense of approximately $181, $313, and $397 for the years ended December 31, 2020, 2019, and 2018, respectively, were included in Selling, general and administrative expenses in the consolidated statements of operations.

Income Taxes

Equity-Based Compensation

The Company has an equity-based compensation plan and a profits interest which are described in more detail in Note 8. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company estimates the fair value of each option on the date of grant using the calculated value method of the Black-Scholes option-pricing model.

The calculated value of each option award is estimated at the grant date. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility.The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees. Included in SG&A during the years ended December 31, 2020, 2019, and 2018 were salaries and commissions of $12,650, $14,824, and $8,865, transaction costs of $264, $1,065, and $56, and professional fees of $6,536, $4,546, and $3,822, respectively.

Market and Credit Risk

Fair Value Measurements

Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value::

● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

● Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as:

● Quoted prices for similar assets or liabilities in active markets

● Quoted prices for identical or similar assets or liabilities in inactive markets

● Inputs other than quoted prices that are observable for the asset or liability

● Inputs that are derived principally from or corroborated by observable market data by correlation or other mean

● Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

The Company does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of December 31, 2020 and December 31, 2019, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 6, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan.

Segments

The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company’s chief operating decision-maker is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis.The Company does not operate separate lines of business with respect to any of its products and does not prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment.

Recent Accounting Pronouncements — Not Yet Adopted

INITIAL PUBLIC OFFERING

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

Promissory Note - Related Party

Related Party Loans

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $10,200 and $50,200 in fees for these services, respectively. For the period from August 21, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services.

Promissory Note — Related Party

On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. As of September 30, 2021, there was no balance outstanding under the Note. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Borrowings under the Note are no longer available.

Related Party Loans

Advance From Related Party

On June 6, 2021, the Sponsor agreed to advance the Company $130,000 to pay for operating expenses.

12.

RELATED PARTY TRANSACTIONS

Nok Nok Project Statement of Work

COMMITMENTS

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

COMMITMENTS

NOTE 7. COMMITMENTS

Registration Rights

Underwriting Agreement

10.

COMMITMENTS AND CONTINGENCIES

Operating Leases

Litigation

11.

COMMITMENTS AND CONTINGENCIES

Operating Leases

currently approximately $315 per year, which reflects an annual 3% escalation factor. The Company exercised its renewal option in December 2020.

Future minimum commitments under all non-cancelable operating leases are as follows:


Years Ending December 31,
2021	$	1,252
2022		1,294
2023		1,298
2024		1,263
2025		1,302
Thereafter		1,193
Total	$	7,602

Rent expense, including real estate taxes and related costs, for the years ended December 31, 2020, 2019, and 2018 aggregated approximately $1,744, $1,683, and $1,614 respectively.

Litigation

STOCKHOLDER'S EQUITY

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

STOCKHOLDER'S EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY (Restated, see Note 2 - Amendment 2)

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

6.	MEMBERS’ EQUITY

Holders of Class C Profit Interests units have no voting rights except as required by law.

7.	MEMBERS’ EQUITY

Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C..

Holders of Class C Profit Interests units have no voting rights except as required by law.

- Definition

+ References

+ Details

WARRANTS

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

WARRANTS

NOTE 9. WARRANTS

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

NOTE 9. WARRANTS

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder and

FAIR VALUE MEASUREMENTS

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS (Restated)

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account	1	$	236,215,089

Liabilities:
Warrant Liability – Public Warrants	1		14,125,160
Warrant Liability – Private Placement Warrants	3		13,330,002

Initial Measurement


	November 5, 2020			December 31,
	(Initial			2020 (Subsequent
Input	Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%
Expected term (years)		5			5.05
Expected volatility		20.0	%		18.5	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11

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


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 5, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162

NOTE 10. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2021, there were 11,578,000 Public Warrants and 10,837,400 Private Placement Warrants outstanding.


		September 30,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	236,289,574	$	236,215,089
Liabilities:
Warrant Liability - Public Warrants	1		18,640,580		14,125,160
Warrant Liability - Private Placement Warrants	3		18,098,458		13,330,002

Initial Measurement


	November 5,			December 31,			September 30, 2021
	2020 (Initial			2020 (Subsequent			(Subsequent
Input	Measurement)			Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%		1.02	%
Expected term (years)		5.00			5.05			5.21
Expected volatility		20.0	%		18.5	%		21.6	%
Exercise price	$	11.50		$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11		$	1.61


	Fair Value measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,289,574	$	—	$	—	$	236,289,574
Warrant Derivative Liability:
Public Warrants	$	18,640,580	$	—	$	—	$	18,640,580
Private Placement Warrants		—		—		18,098,458		18,098,458
Total Warrant Derivative Liability	$	18,640,580	$	—	$	18,098,458	$	36,739,038


	Fair Value measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,215,089	$	—	$	—	$	236,215,089
Warrant Derivative Liability:
Public Warrants	$	14,125,160	$	—	$	—	$	14,125,160
Private Placement Warrants		—		—		13,330,002		13,330,002
Total Warrant Derivative Liability	$	14,125,160	$	—	$	13,330,002	$	27,455,162

There were no transfers into or out of Level 3 during the three months ended September 30, 2021.

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


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 6, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162
Change in valuation inputs or other assumptions		9,753,660		9,841,300		19,594,960
Fair value as of September 30, 2021	$	18,098,458	$	18,640,580	$	36,739,038

- Definition

+ References + Details

SUBSEQUENT EVENTS

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

11.

SUBSEQUENT EVENTS

13.

SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

4 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.

Marketable Securities Held in Trust Account

Warrant Liability (Restated)

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2)

At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) Class A common stock subject to possible redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

Offering Costs

Offering Costs (Restated, see Note 2 – Amendment 2)

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 of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares being allocated to stockholders’ equity upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 7) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to Stockholders’ equity.

Warrant Liabilities

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480,

meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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 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 approach (see Note 9).

Income Taxes

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

Income Taxes

Net Income (Loss) Per Common Share

Net Loss Per Common Share (Restated, see Note 2 - Amendment 1)

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


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		19,525,316
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(5,340,678)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(5,340,678)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		7,018,311
Basic and diluted net loss per share, Non-Redeemable	$	(0.76)

Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 2)

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



	For the Period from August 21,
	2020 (Inception) Through
	December 31, 2020
	Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(4,136,863)	$	(1,203,815)
Denominator:
Basic and diluted weighted average shares outstanding		19,250,109		5,601,728
Basic and diluted net loss per common stock	$	(0.21)	$	(0.21)

Net Loss Per Common Share

Net Income (Loss) Per Common Share

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


									For the Period from August 21,
	Three Months Ended				Nine Months Ended				2020 (Inception) Through
	September 30, 2021				September 30, 2021				September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	140,438	$	36,473	$	(9,960,630)	$	(2,586,899)	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		22,290,037		5,789,000		22,290,037		5,789,000		—		—
Basic and diluted net income (loss) per common stock	$	0.01	$	0.01	$	(0.45)	$	(0.45)	$	—	$	—

Concentration of Credit Risk

Market and Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

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

Recent Accounting Pronouncements — Adopted

Operating Leases

The weighted-average remaining lease term for the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021.

ROU assets and lease liabilities related to our operating leases are as follows:


	Balance Sheet Classification	September 30,2021
Right-of-use assets	Right of use assets	$	5,511
Current lease liabilities	Current portion of lease liabilities		1,105
Non-current lease liabilities	Non-current portion of lease liabilities		4,995


	Nine-month
	period ended
	September 30, 2021
Operating lease cost	$	979
Variable lease cost		322
Total lease cost	$	1,301

Future minimum commitments under all non-cancelable operating leases are as follows:


2021 (excluding the nine months ended September 30, 2021)	$	319
2022		1,294
2023		1,298
2024		1,263
2025		1,302
2026		1,096
Later years		97
Total lease payments		6,668
Less: Imputed interest		569
Present value of lease liabilities	$	6,100

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:


	Nine-month
	period ended
	September 30, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	954
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	—

Recent Accounting Pronouncements — Not Yet Adopted

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Summary of impact of the restatement on the financial statements


	As
	Previously				As
	Restated		Adjustments		Restated
Balance sheet as of November 10, 2020 (audited)
Warrant Liability	$	—	$	22,547,500	$	22,547,500
Class A Common Stock Subject to Possible Redemption		212,828,471		(22,547,500)		190,280,971
Class A Common Stock		113		222		335
Additional Paid-in Capital		4,999,970		1,303,608		6,303,578
Accumulated Deficit		(712)		(1,303,830)		(1,304,542)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—	$	27,455,162	$	27,455,162
Class A Common Stock Subject to Possible Redemption		224,050,680		(27,455,162)		195,595,518
Common Stock		119		270		389
Additional Paid-in Capital		5,164,409		5,175,301		10,339,710
Accumulated Deficit		(165,106)		(5,175,571)		(5,340,677)
Stockholders’ Equity		5,000,001		4		5,000,005

Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—	$	(4,460,862)	$	(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Net loss		(165,106)		(5,175,572)		(5,340,678)
Weighted average shares outstanding, Common stock subject to possible redemption		21,828,647		(2,303,331)		19,525,316
Basic and diluted net income per share, Common stock subject to possible redemption		0.00		—		0.00
Weighted average shares outstanding, Common stock		6,078,552		939,759		7,018,311
Basic and diluted net loss per share, Common stock		(0.03)		(0.73)		(0.76)
Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(165,106)	$	(5,175,572)	$	(5,340,678)
Change in fair value of warrant liability		—		(4,460,862)		(4,460,862)
Transaction costs associated with Initial Public Offering		—		(714,710)		(714,710)
Initial classification of Class A common stock subject to possible redemption		224,215,068		(23,644,544)		200,570,524
Change in value of Class A common stock subject to possible redemption		(164,388)		(3,810,618)		(3,975,006)


	As
	Previously				As
	Restated		Adjustment		Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200


	As Previously				As
	Restated		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	0.67	$	(0.21)


	As Previously
	Reported		Adjustment		As Restated
Balance Sheet as of November 10, 2020 (audited)
Common stock subject to possible redemption	$	190,280,971	$	34,119,029	$	224,400,000
Common stock	$	335	$	(335)	$	—
Additional paid-in capital	$	6,303,578	$	(6,303,578)	$	—
Accumulated deficit	$	(1,304,542)	$	(27,815,116)	$	(29,119,658)
Total Stockholders’ Equity (Deficit)	$	5,000,004	$	(34,119,029)	$	(29,119,025)

Balance Sheet as of December 31, 2020 (audited)
Common stock subject to possible redemption	$	196,595,514	$	39,595,686	$	236,191,200
Common stock	$	389	$	(389)	$	—
Additional paid-in capital	$	10,339,715	$	(10,339,715)	$	—
Accumulated deficit	$	(5,340,678)	$	(29,255,581)	$	(34,596,259)
Total Stockholders’ Equity (Deficit)	$	5,000,005	$	(39,595,684)	$	(34,595,681)

Balance Sheet as of March 31, 2021 (Unaudited)
Common stock subject to possible redemption	$	205,526,716		(30,664,484)		236,191,200
Common Stock	$	301		(301)		—
Additional paid-in capital	$	1,408,601		(1,408,601)		—
Accumulated deficit	$	3,590,522		(29,255,581)		(25,665,059)
Total Stockholders’ Equity (Deficit)	$	5,000,003		(30,664,483)		(25,664,480)

Balance Sheet as of June 30, 2021 (Unaudited)
Common stock subject to possible redemption	$	183,871,069		52,320,131		236,191,200
Common Stock	$	513		(513)		—
Additional paid-in capital	$	23,064,036		(23,064,036)		—
Accumulated deficit	$	(18,065,118)		(29,255,581)		(47,320,699)
Total Stockholders’ Equity (Deficit)	$	5,000,010		(52,320,131)		(47,320,121)

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses		206,911,197		(206,911,197)		—
Common stock subject to redemption		196,595,514		(196,595,514)		—
Accretion for Class A common stock to redemption amount		—		(29,279,949)		(29,279,949)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(34,595,681)		8,931,200		(25,664,481)

Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Change in value of common stock subject to redemption		21,655,640		(21,655,640)		—
Accretion for Class A common stock to redemption amount		—		—		—
Total Stockholders’ Equity (Deficit)		(25,664,481)		(21,655,640)		(47,320,121)

Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		224,215,068		11,976,132		236,191,200

Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		—		—		—

Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classificiation of Class A common stock subject to possible redemption		8,931,202		(8,931,202)		—


	As Previously				As
	Reported		Adjustment		Restated
Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock		21,828,647		(2,578,538)		19,250,109
Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock	$	—	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock		6,078,552		(476,824)		5,601,728
Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock	$	(0.88)	$	(0.08)	$	(0.96)

Statement of Operations for the Three Months Ended March 31, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	—	$	0.32	$	0.32
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,670,930		(3,881,930)		5,789,000

Statement of Operations for the Three Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		20,149,678		2,231,858		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.77)	$	(0.77)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,795,322		(3,006,322)		5,789,000
Basic and diluted net loss (income) per share, Non-redeemable common stock	$	(2.46)	$	1.69	$	(0.77)

Statement of Operations for the Six Months Ended June 30, 2021
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		19,714,293		2,667,243		22,381,536
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	(0.45)	$	(0.45)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,230,707		(3,441,707)		5,789,000
Basic and diluted net income (loss) per share, Non-redeemable common stock	$	(1.38)	$	0.93	$	(0.45)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Schedule of reconciliation of Class A common stocks reflected in the condensed balance sheets

At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	231,560,000
Less:
Proceeds allocated to Public Warrants	$	(12,156,900)
Class A common stocks issuance costs	$	(12,491,903)
Plus:
Accretion of carrying value to redemption value	$	29,280,003

Class A common stocks subject to possible redemption	$	236,191,200

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

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


	For the Period
	from
	August 21, 2020
	(inception)
		Through
	December 31,
	2020
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	22,970
Unrealized gain on marketable securities held in Trust Account		919
Less: interest available to be withdrawn for payment of taxes		(23,889)
Net Income	$	—

Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding		19,525,316
Basic and diluted net income per share	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net Loss	$	(5,340,678)
Net income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(5,340,678)
Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock,		7,018,311
Basic and diluted net loss per share, Non-Redeemable	$	(0.76)

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



	For the Period from August 21,
	2020 (Inception) Through
	December 31, 2020
	Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(4,136,863)	$	(1,203,815)
Denominator:
Basic and diluted weighted average shares outstanding		19,250,109		5,601,728
Basic and diluted net loss per common stock	$	(0.21)	$	(0.21)

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


									For the Period from August 21,
	Three Months Ended				Nine Months Ended				2020 (Inception) Through
	September 30, 2021				September 30, 2021				September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	140,438	$	36,473	$	(9,960,630)	$	(2,586,899)	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		22,290,037		5,789,000		22,290,037		5,789,000		—		—
Basic and diluted net income (loss) per common stock	$	0.01	$	0.01	$	(0.45)	$	(0.45)	$	—	$	—

FAIR VALUE MEASUREMENTS (Tables)

4 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Schedule of Company's assets that are measured at fair value on a recurring basis


		December 31,
Description	Level	2020
Assets:
Marketable securities held in Trust Account	1	$	236,215,089

Liabilities:
Warrant Liability – Public Warrants	1		14,125,160
Warrant Liability – Private Placement Warrants	3		13,330,002


		September 30,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	236,289,574	$	236,215,089
Liabilities:
Warrant Liability - Public Warrants	1		18,640,580		14,125,160
Warrant Liability - Private Placement Warrants	3		18,098,458		13,330,002

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


	November 5, 2020			December 31,
	(Initial			2020 (Subsequent
Input	Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%
Expected term (years)		5			5.05
Expected volatility		20.0	%		18.5	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11


	November 5,			December 31,			September 30, 2021
	2020 (Initial			2020 (Subsequent			(Subsequent
Input	Measurement)			Measurement)			Measurement)
Risk-free interest rate		0.36	%		0.37	%		1.02	%
Expected term (years)		5.00			5.05			5.21
Expected volatility		20.0	%		18.5	%		21.6	%
Exercise price	$	11.50		$	11.50		$	11.50
Fair value of Units	$	9.48		$	10.11		$	1.61

Summary of gross holding losses and fair value of held-to-maturity securities


	Fair Value measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,289,574	$	—	$	—	$	236,289,574
Warrant Derivative Liability:
Public Warrants	$	18,640,580	$	—	$	—	$	18,640,580
Private Placement Warrants		—		—		18,098,458		18,098,458
Total Warrant Derivative Liability	$	18,640,580	$	—	$	18,098,458	$	36,739,038


	Fair Value measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and Marketable Securities Held in Trust	$	236,215,089	$	—	$	—	$	236,215,089
Warrant Derivative Liability:
Public Warrants	$	14,125,160	$	—	$	—	$	14,125,160
Private Placement Warrants		—		—		13,330,002		13,330,002
Total Warrant Derivative Liability	$	14,125,160	$	—	$	13,330,002	$	27,455,162

Schedule of changes in the fair value of warrant liabilities


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 5, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162


	Private Placement		Public		Warrant Liabilities
Fair value as of August 21, 2020	$	—	$	—	$	—
Initial measurement on November 6, 2020		11,487,644		12,156,900		23,644,544
Change in valuation inputs or other assumptions		1,842,358		1,968,260		3,810,618
Fair value as of December 31, 2020	$	13,330,002	$	14,125,160	$	27,455,162
Change in valuation inputs or other assumptions		9,753,660		9,841,300		19,594,960
Fair value as of September 30, 2021	$	18,098,458	$	18,640,580	$	36,739,038

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)				1 Months Ended	4 Months Ended	9 Months Ended
	Nov. 17, 2020 USD ($) $ / shares shares	Nov. 12, 2020 USD ($) $ / shares shares	Nov. 10, 2020 USD ($) $ / shares shares	May 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Jun. 06, 2021 USD ($)	Dec. 31, 2019 USD ($)
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares					23,156,000
Price per share \| $ / shares					$ 10.20
Share price per share \| $ / shares					$ 9.20
Proceeds from sale of Private Warrants					$ 10,837,400
Transaction costs						$ 50,000,000
Cash underwriting fees						4,631,200
Deferred underwriting fee payable					8,104,600	8,104,600
Other offering costs						470,813
Cash					13,422,000	12,236,000		$ 26,728,000
Investment of cash into Trust Account					$ 236,191,200
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold percentage ownership					50
Condition for future business combination threshold net tangible assets					$ 5,000,001
Redemption limit percentage without prior consent					15
Working capital deficit						2,247,947
Franchise and income taxes payable						150,000
Interest income earned from trust account available to pay tax obligations						98,374
Maximum allowed dissolution expenses					$ 100,000
Marketable securities held in Trust Account					236,215,089	$ 236,289,574
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	1,156,000	1,156,000
Price per share \| $ / shares	$ 10.00	$ 10.00
Gross proceeds from sale of units		$ 462,400
Price of warrants \| $ / shares	$ 1.00
Additional units sold of shares \| shares	462,400
Proceeds from sale of Private Warrants					$ 10,375,000
Amount deposited into Trust Account		11,791,200
Aggregate proceeds held in the Trust Account	$ 236,191,200	236,191,200
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Share price per share \| $ / shares						$ 9.20
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares			22,000,000		22,000,000
Price per share \| $ / shares			$ 10.00		$ 10.00
Share price per share \| $ / shares			$ 10.20			$ 10.20
Gross proceeds from sale of units			$ 220,000,000
Transaction costs						$ 13,206,613
Cash underwriting fees						4,631,200
Other offering costs						$ 470,813
Threshold minimum aggregate fair market value as a percentage of the assets held in the trust account						80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination						50.00%
Threshold business days for redemption of public shares						10 days
Maximum net interest to pay dissolution expenses						$ 100,000
Minimum net tangible assets upon consummation of business combination						$ 5,000,001
Threshold percentage of public shares subject to redemption without the Company's prior written consent						15.00%
Initial Public Offering \| Class A common stock
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering			$ 224,400,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price per share \| $ / shares			$ 10.20
Investment of cash into Trust Account			$ 224,400,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares			10,375,000
Gross proceeds from sale of units			$ 10,375,000
Price of warrants \| $ / shares			$ 1.00
Proceeds from sale of Private Warrants			$ 10,375,000		$ 10,375,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	1,156,000
Price per share \| $ / shares	$ 10.00
Over-allotment \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares	$ 1.00
Proceeds from sale of Private Warrants	$ 462,400	$ 12,022,400
Sponsor
Subsidiary, Sale of Stock [Line Items]
Transaction costs						$ 35,000,000
Advance received from related party							$ 130,000
Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Maximum loans convertible into warrants					$ 1,500,000	1,500,000
Related Party Loans \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Price of warrants \| $ / shares				$ 1.00
Promissory notes, outstanding balance						$ 0
Maximum loans convertible into warrants				$ 1,500,000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended			4 Months Ended	5 Months Ended	6 Months Ended	21 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Nov. 10, 2020	Sep. 30, 2020	Aug. 20, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Redemption value per share of Class A common stock							$ 10.00
Minimum net tangible assets							$ 5,000,001
Number of units issued				23,156,000
Balance Sheet
Common stock subject to possible redemption	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 236,191,200	236,191,200	$ 224,400,000
Additional paid-in capital			0	0	0
Accumulated deficit	(47,320,699)	(25,665,059)	(34,596,260)	(34,596,260)	(34,596,260)	(47,320,699)	(47,143,789)	(29,119,658)
Accumulated deficit			(34,596,259)	(34,596,259)	(34,596,259)
Total Stockholders' Equity (Deficit)	(47,320,121)	(25,664,481)	(34,595,681)	(34,595,681)	(34,595,681)	(47,320,121)	(47,143,210)	(29,119,025)	$ 24,283	$ 0
Statement of Changes in Stockholders' Equity (Deficit)
Accretion for Class A common stock to redemption amount				$ (29,279,949)			29,280,003
Total Stockholders' Equity (Deficit)	$ (47,320,121)	$ (25,664,481)				$ (47,320,121)
Statement of Cash Flows
Initial classificiation of Class A common stock subject to possible redemption			236,191,200
Statement of Operations
Basic weighted average shares outstanding				5,601,728
Diluted weighted average shares outstanding				5,601,728
Basic net income (loss) per common stock				$ (0.21)
Diluted net income (loss) per common stock				$ (0.21)
Class A common stock subject to possible redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets			5,000,001	$ 5,000,001	5,000,001
Number of units issued				23,156,000
Balance Sheet
Common stock subject to possible redemption			236,191,200	$ 236,191,200	$ 236,191,200		$ 236,191,200
Statement of Operations
Basic weighted average shares outstanding	22,381,536	22,381,536		19,250,109	19,250,109	22,381,536
Diluted weighted average shares outstanding	22,381,536	22,381,536		19,250,109	19,250,109	22,381,536
Basic net income (loss) per common stock	$ (0.77)	$ 0.32		$ (0.21)		$ (0.45)
Diluted net income (loss) per common stock	$ (0.77)	$ 0.32		$ (0.21)		$ (0.45)
Non Redeemable Common Stock
Statement of Operations
Basic weighted average shares outstanding	5,789,000	5,789,000		7,018,311	5,601,728	5,789,000
Diluted weighted average shares outstanding	5,789,000	5,789,000			5,601,728	5,789,000
Basic net income (loss) per common stock	$ (0.77)			$ (0.76)	$ (0.96)	$ (0.45)
Diluted net income (loss) per common stock	$ (0.77)				$ (0.96)	$ (0.45)
As Previously Reported
Balance Sheet
Common stock subject to possible redemption	$ 183,871,069	$ 205,526,716	196,595,514	$ 196,595,514	$ 196,595,514	$ 183,871,069		190,280,971
Common stock	513	301	389	389	389	513		335
Additional paid-in capital	23,064,036	1,408,601	10,339,715	10,339,715	10,339,715	23,064,036		6,303,578
Accumulated deficit	(18,065,118)	3,590,522				(18,065,118)		(1,304,542)
Accumulated deficit			(5,340,678)	(5,340,678)	(5,340,678)
Total Stockholders' Equity (Deficit)	5,000,010	5,000,003	5,000,005	5,000,005	5,000,005	5,000,010		5,000,004
Statement of Changes in Stockholders' Equity (Deficit)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses				206,911,197
Common stock subject to redemption				196,595,514
Change in value of common stock subject to redemption	21,655,640
Total Stockholders' Equity (Deficit)	$ (25,664,481)	$ (34,595,681)				(25,664,481)
Statement of Cash Flows
Initial classificiation of Class A common stock subject to possible redemption			224,215,068			$ 8,931,202
As Previously Reported \| Class A common stock subject to possible redemption
Balance Sheet
Common stock subject to possible redemption			196,595,514	196,595,514	196,595,514			190,280,971
Common stock			389	389	389			335
Additional paid-in capital			10,339,715	10,339,715	10,339,715			6,303,578
Accumulated deficit			(5,340,678)	(5,340,678)	(5,340,678)			(1,304,542)
Total Stockholders' Equity (Deficit)			5,000,005	5,000,005	$ 5,000,005			5,000,004
Statement of Operations
Basic weighted average shares outstanding	20,149,678	20,149,678			21,828,647	19,714,293
Diluted weighted average shares outstanding	20,149,678	20,149,678			21,828,647	19,714,293
As Previously Reported \| Non Redeemable Common Stock
Statement of Operations
Basic weighted average shares outstanding	8,795,322	9,670,930			6,078,552	9,230,707
Diluted weighted average shares outstanding	8,795,322	9,670,930			6,078,552	9,230,707
Basic net income (loss) per common stock	$ (2.46)				$ (0.88)	$ (1.38)
Diluted net income (loss) per common stock	$ (2.46)				$ (0.88)	$ (1.38)
Adjustments
Balance Sheet
Common stock subject to possible redemption	$ 52,320,131	$ (30,664,484)	39,595,686	39,595,686	$ 39,595,686	$ 52,320,131		34,119,029
Common stock	(513)	(301)	(389)	(389)	(389)	(513)		(335)
Additional paid-in capital	(23,064,036)	(1,408,601)	(10,339,715)	(10,339,715)	(10,339,715)	(23,064,036)		(6,303,578)
Accumulated deficit	(29,255,581)	(29,255,581)				(29,255,581)		(27,815,116)
Accumulated deficit			(29,255,581)	(29,255,581)	(29,255,581)
Total Stockholders' Equity (Deficit)	(52,320,131)	(30,664,483)	(39,595,684)	(39,595,684)	(39,595,684)	(52,320,131)		(34,119,029)
Statement of Changes in Stockholders' Equity (Deficit)
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses				(206,911,197)
Common stock subject to redemption				(196,595,514)
Change in value of common stock subject to redemption	(21,655,640)
Accretion for Class A common stock to redemption amount				(29,279,949)
Total Stockholders' Equity (Deficit)	$ (21,655,640)	$ 8,931,200				(21,655,640)
Statement of Cash Flows
Initial classificiation of Class A common stock subject to possible redemption			11,976,132			$ (8,931,202)
Adjustments \| Class A common stock subject to possible redemption
Balance Sheet
Common stock subject to possible redemption			39,595,686	39,595,686	39,595,686			34,119,029
Common stock			(389)	(389)	(389)			(335)
Additional paid-in capital			(10,339,715)	(10,339,715)	(10,339,715)			(6,303,578)
Accumulated deficit			(29,255,581)	(29,255,581)	(29,255,581)			(27,815,116)
Total Stockholders' Equity (Deficit)			$ (39,595,684)	(39,595,684)	$ (39,595,684)			$ (34,119,029)
Statement of Changes in Stockholders' Equity (Deficit)
Accretion for Class A common stock to redemption amount				$ (29,279,949)
Statement of Operations
Basic weighted average shares outstanding	2,231,858	2,231,858			(2,578,538)	2,667,243
Diluted weighted average shares outstanding	2,231,858	2,231,858			(2,578,538)	2,667,243
Basic net income (loss) per common stock	$ (0.77)	$ 0.32				$ (0.45)
Diluted net income (loss) per common stock	$ (0.77)	$ 0.32				$ (0.45)
Adjustments \| Non Redeemable Common Stock
Statement of Operations
Basic weighted average shares outstanding	(3,006,322)	(3,881,930)			(476,824)	(3,441,707)
Diluted weighted average shares outstanding	(3,006,322)	(3,881,930)			(476,824)	(3,441,707)
Basic net income (loss) per common stock	$ 1.69				$ (0.08)	$ 0.93
Diluted net income (loss) per common stock	$ 1.69				$ (0.08)	$ 0.93

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Cash equivalents	$ 0	$ 0
Total Offering Costs		13,206,613
Cash underwriting fees		4,631,200
Deferred Offering Costs Non current	8,104,600	8,104,600
Other offering costs		470,813
Offering Cost Charged To Expense	714,710	714,710
Offering Cost Charged To Stock Holders Equity		12,491,903
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	0	$ 0
Stock Repurchased During Period, Shares		22,415,400
Cash, FDIC Insured Amount	250,000	$ 250,000
Deferred tax asset	34,672
Valuation allowance on deferred tax asset	$ 34,672
Effective tax rate (as a percent)	0.00%
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	22,415,400

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stocks reflected in the condensed balance sheets (Details) - USD ($)	4 Months Ended	21 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Nov. 10, 2020
Gross proceeds	$ 231,560,000	$ 231,560,000
Proceeds allocated to Public Warrants	12,156,900	(12,156,900)
Class A common stocks issuance costs	12,491,903	(12,491,903)
Accretion of carrying value to redemption value	(29,279,949)	29,280,003
Class A common stocks subject to possible redemption	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 236,191,200	$ 224,400,000

- Definition

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Denominator:
Basic weighted average shares outstanding			5,601,728
Diluted weighted average shares outstanding			5,601,728
Basic net income (loss) per common stock			$ (0.21)
Diluted net income (loss) per common stock			$ (0.21)
Class A common stock
Numerator:
Allocation of net income (loss), as adjusted		$ 140,438	$ (4,136,863)	$ (9,960,630)
Denominator:
Basic weighted average shares outstanding		22,290,037	19,250,109	22,290,037
Diluted weighted average shares outstanding	0	22,290,037	19,250,109	22,290,037
Basic net income (loss) per common stock		$ 0.01	$ (0.21)	$ (0.45)
Diluted net income (loss) per common stock	$ 0	$ 0.01	$ (0.21)	$ (0.45)
Class B common stock
Numerator:
Allocation of net income (loss), as adjusted		$ 36,473	$ (1,203,815)	$ (2,586,899)
Denominator:
Basic weighted average shares outstanding	5,500,000	5,789,000	5,601,728	5,789,000
Diluted weighted average shares outstanding	5,500,000	5,789,000	5,601,728	5,789,000
Basic net income (loss) per common stock		$ 0.01	$ (0.21)	$ (0.45)
Diluted net income (loss) per common stock	$ 0	$ 0.01	$ (0.21)	$ (0.45)
Redeemable Class Common Stock
Denominator:
Basic weighted average shares outstanding			19,525,316
Basic net income (loss) per common stock			$ 0.00

INITIAL PUBLIC OFFERING (Details) - $ / shares				4 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Nov. 17, 2020	Nov. 10, 2020	Nov. 05, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)				23,156,000
Shares Issued, Price Per Share				$ 10.20
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			0.5
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Common shares, par value (in dollars per share)				0.0001
Class A common stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)				$ 0.0001
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)		22,000,000		22,000,000
Shares Issued, Price Per Share		$ 10.00		$ 10.00
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Exercise price of warrants	$ 11.50
Initial Public Offering \| Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Initial Public Offering \| Class A common stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Common shares, par value (in dollars per share)	$ 0.0001
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)	1,156,000
Shares Issued, Price Per Share	$ 10.00
Number of shares in a unit	1,156,000

PRIVATE PLACEMENT (Details) - USD ($)				4 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Nov. 17, 2020	Nov. 12, 2020	Nov. 10, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				$ 10,837,400
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued				10,375,000
Price of warrants	$ 1.00
Aggregate purchase price				$ 10,375,000
Number of shares per warrant	462,400
Exercise price of warrants	$ 1.00			$ 11.50
Over-allotment \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	462,400
Price of warrants	$ 1.00
Aggregate purchase price	$ 462,400	$ 12,022,400
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued			10,375,000
Price of warrants			$ 1.00
Aggregate purchase price			$ 10,375,000	$ 10,375,000
Number of shares per warrant			1
Exercise price of warrants			$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			1 Months Ended	4 Months Ended	9 Months Ended
	Oct. 26, 2020	Aug. 26, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Nov. 17, 2020
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000	$ 25,000
Founder Shares
Related Party Transaction [Line Items]
Common shares, shares outstanding (in shares)						5,789,000
Shares no longer subject to forfeiture	289,000
Founder Shares \| Over-allotment
Related Party Transaction [Line Items]
Number of shares subject to forfeiture (in shares)		536,000
Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price		$ 25,000
Aggregate purchase of common shares	1,581,250
Common shares, shares outstanding (in shares)	6,325,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)					$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Sponsor \| Founder Shares \| Over-allotment
Related Party Transaction [Line Items]
Number of shares subject to forfeiture (in shares)	825,000
Class B common stock
Related Party Transaction [Line Items]
Common shares, shares outstanding (in shares)				5,789,000	5,789,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Class B common stock \| Founder Shares
Related Party Transaction [Line Items]
Common shares, shares outstanding (in shares)				5,789,000
Class B common stock \| Sponsor \| Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price		$ 25,000
Number of shares issued		7,906,250
Common shares, shares outstanding (in shares)	6,325,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12.00
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)			1 Months Ended	3 Months Ended	4 Months Ended	9 Months Ended
	Nov. 10, 2020	Nov. 06, 2020	May 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jun. 06, 2021	Aug. 26, 2020
Related Party Transaction [Line Items]
Expenses incurred and paid				$ 10,200		$ 50,200
Repayment of promissory note - related party					$ 95,657	1,600
Sponsor
Related Party Transaction [Line Items]
Advance received from related party							$ 130,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid					14,450
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000
Promissory note - related party				0		0
Repayment of promissory note - related party	$ 95,657				95,657
Related Party Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants				1,500,000	1,500,000	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrants						$ 1.00
Working capital loan outstanding				$ 0	$ 0	$ 0
Related Party Loans \| Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 1,500,000
Maximum loans convertible into warrants			$ 1,500,000
Price of warrants			$ 1.00

COMMITMENTS (Details)		1 Months Ended	4 Months Ended	9 Months Ended
COMMITMENTS (Details)	Apr. 19, 2021 USD ($) Vote $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) item $ / shares	Sep. 30, 2021 USD ($) item $ / shares	Nov. 10, 2020 $ / shares
Commitments And Contingencies [Line Items]
Maximum number of demands for registration of securities \| item			3	3
Deferred fee per unit \| $ / shares			$ 0.35	$ 0.35
Aggregate Deferred Underwriting Fee Payable			$ 8,104,600
Share Price \| $ / shares			$ 9.20
Aggregate purchase price		$ 25,000	$ 25,000
Net Tangible Asset				$ 5,000,001
Transaction Costs Source2				50,000,000
Remaining Trust Cash				210,000,000
Net indebtedness of composecure				250,000,000
Amount of cash on hand at composecure				5,000,000
Sponsor
Commitments And Contingencies [Line Items]
Transaction Costs Source2				35,000,000
Initial Public Offering
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable				$ 8,104,600
Share Price \| $ / shares				$ 10.20	$ 10.20
Transaction Costs Source2				$ 13,206,613
Merger agreement
Commitments And Contingencies [Line Items]
Number of votes per issued share \| Vote	1
Number of shares issued per share of composecure unit \| shares	1
Aggregate equity paid to CompoSecure	$ 853,000,000
Cash included in aggregate consideration	236,200,000
CompoSecure's Senior Exchangeable	$ 130,000,000
Share Price \| $ / shares	$ 10.00
CompoSecure Equity Holders	$ 7,500,000
Tax Receivable Agreement	90.00%
Merger agreement \| Class A common stock \| Private Placement
Commitments And Contingencies [Line Items]
Investors \| shares	45,000,000
Subscription agreement
Commitments And Contingencies [Line Items]
CompoSecure's Senior Exchangeable	$ 130,000,000
Share Price \| $ / shares	$ 10.00
Aggregate purchase price	$ 45,000,000
Interest Rate	7.00%
Subscription agreement \| Class A common stock
Commitments And Contingencies [Line Items]
Investors \| shares	4,500,000
Conversion Price \| $ / shares	$ 11.50

STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	4 Months Ended	9 Months Ended
STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Dec. 31, 2020 Vote $ / shares shares	Sep. 30, 2021 Vote $ / shares shares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	23,156,000
Common shares, shares outstanding (in shares)	23,156,000
Class A common stock subject to possible redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	23,156,000	23,156,000
Common shares, shares outstanding (in shares)	23,156,000	23,156,000
Class A common stock not subject to possible redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		200,000,000
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001
Common shares, votes per share \| Vote		1
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	5,789,000	5,789,000
Common shares, shares outstanding (in shares)	5,789,000	5,789,000
Conversion ratio	1	1
Initial Business Combination, Shares Issuable As A Percent Of Outstanding Shares		20.00%

WARRANTS (Details)	4 Months Ended	9 Months Ended
WARRANTS (Details)	Dec. 31, 2020 $ / shares	Sep. 30, 2021 D item $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Share price per share	$ 9.20
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Redemption period	3 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the initial public offering		12 months
Public Warrants expiration term		5 years
Threshold period for filling registration statement after business combination		15 days
Maximum threshold period for registration statement to become effective after business combination		60 days
Share price per share		$ 9.20
Threshold business days before sending notice of redemption to warrant holders		20 days
Percentage Of Gross Proceeds On Total Equity Proceeds		60.00%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)		115
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Redemption price per public warrant (in dollars per share)		$ 0.01
Threshold trading days for redemption of public warrants \| item		20
Threshold consecutive trading days for redemption of public warrants \| D		30
Redemption period		3 days
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Nov. 05, 2020	Sep. 30, 2021	Dec. 31, 2020
Schedule of Held-to-maturity Securities [Line Items]
Cash and marketable securities held in Trust Account		$ 236,289,574	$ 236,215,089
Public Warrants
Schedule of Held-to-maturity Securities [Line Items]
Warrants outstanding		11,578,000
Number of warrants in a unit	0.5
Private Placement Warrants
Schedule of Held-to-maturity Securities [Line Items]
Warrants outstanding		10,837,400
Cash
Schedule of Held-to-maturity Securities [Line Items]
Cash and marketable securities held in Trust Account			$ 939
Money Market Funds
Schedule of Held-to-maturity Securities [Line Items]
Cash and marketable securities held in Trust Account		$ 236,289,574
Class A common stock
Schedule of Held-to-maturity Securities [Line Items]
Number of shares in a unit	1

FAIR VALUE MEASUREMENTS - Fair value hierarchy of the valuation inputs (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account	$ 236,289,574	$ 236,215,089
Liabilities:
Warrant Liability		27,455,162
Recurring
Liabilities:
Warrant Liability	36,739,038	27,455,162
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	236,289,574	236,215,089
Liabilities:
Warrant Liability	18,640,580	14,125,160
Level 3 \| Recurring
Liabilities:
Warrant Liability	18,098,458	13,330,002
U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account		236,214,150
Cash
Assets:
Marketable securities held in Trust Account		939
Public Warrants
Liabilities:
Warrant Liability	18,640,580	14,125,160
Public Warrants \| Recurring
Liabilities:
Warrant Liability	18,640,580	14,125,160
Public Warrants \| Level 1 \| Recurring
Liabilities:
Warrant Liability	18,640,580	14,125,160
Private Placement Warrants
Liabilities:
Warrant Liability	18,098,458	13,330,002
Private Placement Warrants \| Recurring
Liabilities:
Warrant Liability	18,098,458	13,330,002
Private Placement Warrants \| Level 1 \| Recurring
Liabilities:
Warrant Liability		13,330,002
Private Placement Warrants \| Level 3 \| Recurring
Liabilities:
Warrant Liability	$ 18,098,458	$ 13,330,002

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details)	Sep. 30, 2021	Dec. 31, 2020	Nov. 05, 2020
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.02	0.37	0.36
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.21	5.05	5.00
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	21.6	18.5	20.0
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50	11.50
Fair value of Units
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.61	10.11	9.48

FAIR VALUE MEASUREMENTS - Gross holding gains and fair value of held-to-maturity securities (Details) - USD ($)	2 Months Ended	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	$ 27,455,162	$ 27,455,162
Transfers into level 3			$ 0
Transfers out of level 3	12,156,900		0
Public Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	14,125,160	14,125,160	18,640,580
Private Placement Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	13,330,002	13,330,002	18,098,458
Recurring
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Cash and Marketable Securities Held in Trust		236,215,089	236,289,574
Total Warrant Derivative Liability	27,455,162	27,455,162	36,739,038
Recurring \| Level 1
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Cash and Marketable Securities Held in Trust		236,215,089	236,289,574
Total Warrant Derivative Liability	14,125,160	14,125,160	18,640,580
Recurring \| Level 3
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	13,330,002	13,330,002	18,098,458
Recurring \| Public Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	14,125,160	14,125,160	18,640,580
Recurring \| Public Warrants \| Level 1
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	14,125,160	14,125,160	18,640,580
Recurring \| Private Placement Warrants
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	13,330,002	13,330,002	18,098,458
Recurring \| Private Placement Warrants \| Level 1
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	13,330,002	13,330,002
Recurring \| Private Placement Warrants \| Level 3
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Total Warrant Derivative Liability	$ 13,330,002	$ 13,330,002	$ 18,098,458

FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - USD ($)	2 Months Ended	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Sep. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value at beginning of the period			$ 27,455,162
Initial measurement on November 6, 2020	$ 23,644,544	$ 23,644,544
Change in valuation inputs or other assumptions	3,810,618	3,810,618	19,594,960
Fair value at end of the period	27,455,162	27,455,162	36,739,038
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value at beginning of the period			13,330,002
Initial measurement on November 6, 2020	11,487,644	11,487,644
Change in valuation inputs or other assumptions	1,842,358	1,842,358	9,753,660
Fair value at end of the period	13,330,002	13,330,002	18,098,458
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value at beginning of the period			14,125,160
Initial measurement on November 6, 2020	12,156,900	12,156,900
Change in valuation inputs or other assumptions	1,968,260	1,968,260	9,841,300
Fair value at end of the period	$ 14,125,160	$ 14,125,160	$ 18,640,580

Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Assets, Current [Abstract]
Cash and cash equivalents	$ 12,236,000	$ 13,422,000		$ 26,728,000
Accounts receivable, net	33,368,000	8,792,000		19,041,000
Inventories	26,489,000	30,197,000		18,488,000
Prepaid expenses and other current assets	861,000	1,077,000		899,000
Total Current Assets	72,954,000	53,488,000		65,156,000
Property and equipment, net	23,947,000	27,859,000		30,274,000
Deposits and other assets	5,340,000	10,000		95,000
TOTAL ASSETS	107,752,000	81,358,000		95,525,000
CURRENT LIABILITIES
Accounts payable		2,421,000		2,878,000
Accrued expenses	13,817,000	11,556,000		10,464,000
Bonus payable		3,638,000		4,398,000
Current portion of long-term debt	24,000,000	24,000,000		14,000,000
Total Current Liabilities	43,069,000	41,615,000		31,740,000
Long-term debt, net of deferred finance costs	195,054,000	211,887,000		117,243,000
Line of credit	15,000,000	20,000,000
Other liabilities		409,000		2,091,000
TOTAL LIABILITIES	258,118,000	273,911,000		151,074,000
MEMBERS' DEFICIT	(150,366,000)	(192,553,000)	$ (64,293,000)	(55,549,000)	$ (34,895,000)	$ (37,440,000)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 107,752,000	$ 81,358,000		$ 95,525,000

Consolidated Statements of Operations - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	9 Months Ended		12 Months Ended
Consolidated Statements of Operations - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
REVENUE
Net sales						$ 192,648,000	$ 206,873,000	$ 260,586,000	$ 243,290,000	$ 155,424,000
Cost of sales						87,074,000	99,991,000	127,959,000	115,427,000	76,205,000
Gross profit						105,574,000	106,882,000	132,627,000	127,863,000	79,219,000
OPERATING EXPENSES
Selling, general and administrative						33,348,000	28,273,000	48,669,000	40,937,000	22,127,000
Loss from operations	$ (717)	$ (498,591)			$ (188,995)	72,226,000	78,609,000	83,959,000	86,926,000	57,092,000
OTHER EXPENSE
Interest expense, net of interest income						(7,635,000)	(3,193,000)	(5,266,000)	(4,753,000)	(4,574,000)
Amortization of deferred financing costs						(1,195,000)	(526,000)	(877,000)	(700,000)	(531,000)
Net income (loss)	$ (717)	$ 176,911	$ (21,655,640)	$ 8,931,200	$ (5,340,678)	$ 63,396,000	$ 74,890,000	$ 77,816,000	$ 81,473,000	$ 51,987,000

Consolidated Statements of Member's Deficit - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	9 Months Ended		12 Months Ended
Consolidated Statements of Member's Deficit - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Balance at beginning				$ (192,553,000)		$ (192,553,000)	$ (55,549,000)	$ (55,549,000)	$ (34,895,000)	$ (37,440,000)
Distributions						(22,333,000)	(85,107,000)	(216,668,000)	(103,808,000)	(50,656,000)
Net loss	$ (717)	$ 176,911	$ (21,655,640)	8,931,200	$ (5,340,678)	63,396,000	74,890,000	77,816,000	81,473,000	51,987,000
Equity compensation expense						1,124,000	1,473,000	1,848,000	1,681,000	1,214,000
Balance at ending	(64,293,000)	(150,366,000)			(192,553,000)	(150,366,000)	(64,293,000)	(192,553,000)	(55,549,000)	(34,895,000)
Profits Interest
Balance at beginning				(4,092,000)		(4,092,000)	(1,165,000)	(1,165,000)	752,000	2,024,000
Distributions						(813,000)	(2,194,000)	(5,054,000)	(4,157,000)	(2,899,000)
Net loss						1,378,000	1,628,000	1,692,000	1,770,000	1,130,000
Equity compensation expense						164,000	317,000	434,000	470,000	497,000
Balance at ending	(1,413,000)	(3,363,000)			(4,092,000)	(3,363,000)	(1,413,000)	(4,092,000)	(1,165,000)	752,000
Class A \| Common Stock
Balance at beginning				(123,260,000)		(123,260,000)	(65,510,000)	(65,510,000)	(51,955,000)	(57,823,000)
Distributions						(12,031,000)	(36,719,000)	(88,199,000)	(45,435,000)	(14,475,000)
Net loss				0		24,807,000	29,305,000	30,449,000	31,881,000	20,343,000
Balance at ending	(72,924,000)	(110,484,000)			(123,260,000)	(110,484,000)	(72,924,000)	(123,260,000)	(65,510,000)	(51,955,000)
Class B \| Common Stock
Balance at beginning				(69,269,000)		(69,269,000)	8,471,000	8,471,000	14,865,000	17,633,000
Distributions						(9,489,000)	(46,195,000)	(123,415,000)	(54,216,000)	(33,282,000)
Net loss				0		37,211,000	43,957,000	45,675,000	47,822,000	30,514,000
Balance at ending	6,233,000	(41,547,000)			(69,269,000)	(41,547,000)	6,233,000	(69,269,000)	8,471,000	14,865,000
Class C \| Common Stock
Balance at beginning				$ 4,068,000		4,068,000	2,654,000	2,654,000	1,443,000	726,000
Equity compensation expense						960,000	1,156,000	1,414,000	1,211,000	717,000
Balance at ending	$ 3,810,000	$ 5,028,000			$ 4,068,000	$ 5,028,000	$ 3,810,000	$ 4,068,000	$ 2,654,000	$ 1,443,000

- Definition

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

+ References

+ Details

Consolidated Statements of Cash Flows - USD ($)	1 Months Ended	4 Months Ended	9 Months Ended		12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITES
Net income	$ (717)	$ (5,340,678)	$ 63,396,000	$ 74,890,000	$ 77,816,000	$ 81,473,000	$ 51,987,000
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation			7,813,000	7,332,000	9,916,000	8,606,000	7,605,000
Equity compensation expense			1,124,000	1,473,000	1,848,000	1,681,000	1,214,000
Inventory reserve					1,157,000	(473,000)	410,000
Amortization of deferred finance costs			1,167,000	526,000	842,000	669,000	501,000
Changes in assets and liabilities
Accounts receivable			(24,576,000)	(954,000)	10,249,000	5,827,000	(19,680,000)
Inventories			3,708,000	(9,886,000)	(12,866,000)	(5,678,000)	(4,168,000)
Prepaid expenses and other assets			216,000	474,000	(94,000)	1,343,000	(1,006,000)
Other liabilities			180,000	(27,000)	(1,682,000)	492,000	(21,000)
Trade accounts payable			(1,912,000)	2,197,000	(456,000)	(29,000)	2,045,000
Accrued expenses		98,112	2,260,000	(2,523,000)	332,000	(12,726,000)	83,000
Net cash used in operating activities	(717)	(525,572)	48,046,000	73,587,000	87,062,000	81,186,000	38,970,000
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment			(3,900,000)	(7,199,000)	(7,501,000)	(9,642,000)	(9,064,000)
Net cash (used in) provided by investing activities		(236,191,200)	(3,900,000)	(7,199,000)	(7,501,000)	(9,642,000)	(9,064,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit				20,000,000	20,000,000		29,000,000
Payment of line of credit			(5,000,000)			(18,000,000)	(11,000,000)
Proceeds from term loan			(18,000,000)	(10,500,000)	117,500,000	76,000,000
Payment of term loan					(10,500,000)	(11,000,000)	(6,000,000)
Deferred finance costs related to debt origination					(3,199,000)	(1,032,000)
Distributions to members'			(22,333,000)	(85,107,000)	(216,668,000)	(103,808,000)	(50,655,000)
Net cash provided by financing activities	717	237,320,387	(45,333,000)	(75,607,000)	(92,867,000)	(57,840,000)	(38,655,000)
Net Change in Cash	0	603,615	(1,187,000)	(9,219,000)	(13,306,000)	13,704,000	(8,749,000)
Cash - Beginning of period	0	0	13,422,000	26,728,000	26,728,000	13,024,000	21,773,000
Cash - End of period	$ 17,509,000	$ 13,422,000	12,236,000	17,509,000	13,422,000	26,728,000	13,024,000
Supplementary disclosure of cash flow information
Cash paid during the year for interest			$ 7,635,000	$ 2,113,000	$ 5,317,000	$ 4,889,000	$ 4,703,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 Months Ended

12 Months Ended

Dec. 31, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs.

Going Concern

On June 6, 2021 the Sponsor agreed to advance $130,000 to the Company to pay for operating expenses.

Risks and Uncertainties

1.	DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Market and Credit Risk

Inventories

Property and Equipment

Revenue Recognition

Fair value of financial instruments

● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

● Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as:

● Quoted prices for similar assets or liabilities in active markets

● Quoted prices for identical or similar assets or liabilities in inactive markets

● Inputs other than quoted prices that are observable for the asset or liability

● Inputs that are derived principally from or corroborated by observable market data by correlation or other mean

● Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

Segment Information

Accordingly, the Company views its business as one reportable operating segment.

Recent Accounting Pronouncements — Adopted

Operating Leases

The weighted-average remaining lease term for the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021.

ROU assets and lease liabilities related to our operating leases are as follows:


	Balance Sheet Classification	September 30,2021
Right-of-use assets	Right of use assets	$	5,511
Current lease liabilities	Current portion of lease liabilities		1,105
Non-current lease liabilities	Non-current portion of lease liabilities		4,995


	Nine-month
	period ended
	September 30, 2021
Operating lease cost	$	979
Variable lease cost		322
Total lease cost	$	1,301

Future minimum commitments under all non-cancelable operating leases are as follows:


2021 (excluding the nine months ended September 30, 2021)	$	319
2022		1,294
2023		1,298
2024		1,263
2025		1,302
2026		1,096
Later years		97
Total lease payments		6,668
Less: Imputed interest		569
Present value of lease liabilities	$	6,100

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:


	Nine-month
	period ended
	September 30, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	954
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	—

Recent Accounting Pronouncements — Not Yet Adopted

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES