0001213900-21-061727 | 10-Q/A | XBRL Viewer

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Nov. 09, 2021
Document Information Line Items
Entity Registrant Name	Embark Technology, Inc.
Trading Symbol	EMBK
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		51,750,000
Amendment Flag	true
Amendment Description	Embark Technology, Inc., formerly known as Northern Genesis Acquisition Corp. II (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on this Form 10-Q/A for the three and nine month period ended September 30, 2021 (the “First Amendment”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021 (the “Original Form 10-Q”) to amend and restate the Company’s September 30, 2021 Quarterly Report on Form 10-Q, as further described below. This amended and restated report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly, this Amendment No. 1 on Form 10-Q/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Form 10-Q. The Company is filing this First Amendment on Form 10-Q/A to reflect a restatement of the Company’s condensed financial statements as of January 15, 2021, as of and for the three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021 and for the three and nine months ended September 30, 2021 to correct errors in the Company’s classification of public shares as permanent equity as further described below. On November 10, 2021, subsequent to the fiscal quarter ended September 30, 2021, Northern Genesis Acquisition Corp. II, our predecessor and a Delaware corporation (“NGA”), consummated the previously announced business combination pursuant to the agreement and plan of merger, dated as of June 22, 2021 (the “Merger Agreement”), by and among NGA, NGAB Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Embark Trucks Inc., a Delaware corporation (“Embark Trucks”).Pursuant to the Merger Agreement, NGA acquired Embark Trucks, by way of Merger Sub merging with and into Embark Trucks, with Embark Trucks becoming a direct subsidiary of NGA as a result thereof (the “Business Combination”). On November 9, 2021, NGA held a special meeting of stockholders (the “Special Meeting”), at which the NGA stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the proxy statement/prospectus related thereto. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on November 10, 2021 (the “Closing Date”), the Business Combination was consummated (the “Closing”). On November 11, 2021, the business day following the Closing Date, the Company’s Class A common stock and warrants began trading on Nasdaq under the symbols “EMBK” and “EMBKW”. NGA’s public units automatically separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from the New York Stock Exchange. Unless stated otherwise, this report contains information about NGA before the consummation of the Business Combination. References to the “Company” in this report refer to NGA before the consummation of the Business Combination. Background of Restatement In the Company’s previously issued financial statements as of January 15, 2021 and March 31, 2021, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company could consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001 under the Company’s charter. Thus, the Company can only complete a merger and continue to exist as a public company if there are sufficient public shares that do not redeem at the merger and so it was deemed appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate all of the Company’s previously issued financial statements to report all public shares as temporary equity as of January 15, 2021, as of and for the three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021 and for the three and nine months ended September 30, 2021. This First Amendment on Form 10-Q/A sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context. The following items have been amended as a result of the restatement: Part I, Item 1, “Financial Statements” and Part I, Item 4, “Controls and Procedures.” In accordance with applicable SEC rules, this First Amendment on Form 10-Q/A includes an updated signature page and certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 as required by Rule 12b-15. Refer to Note 2, Restatement of Previously Issued Financial Statements of this Form 10-Q/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s condensed financial statements as of and for the three months ended March 31, 2021, as of and for the three and six months ended June 30, 2021 and for the three and nine months ended September 30, 2021. The Company previously identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering. As a result of the restatement described in this First Amendment on Form 10-Q/A, the Company has concluded there was a material weakness in the Company's internal control over financial reporting at the time the abovementioned financial statements were issued, and its disclosure controls and procedures were not effective at the time the abovementioned financial statements were issued.
Entity Central Index Key	0001827980
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39881
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3343965
Entity Address, Address Line One	424 Townsend Street
Entity Address, City or Town	San Francisco
Entity Address, Country	CA
City Area Code	(415)
Local Phone Number	671-9628
Title of 12(b) Security	Class A common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Address, Postal Zip Code	N/A

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 34,688
Prepaid expenses and other current assets	116,653
Total Current Assets	151,341
Deferred offering costs		249,917
Marketable securities held in Trust Account	414,028,694
TOTAL ASSETS	414,180,035	249,917
Current liabilities
Accrued expenses	1,091,604	1,450
Accrued offering costs		107,000
Promissory note – related party	750,000	117,917
Total Current Liabilities	1,841,604	226,367
FPA liability	713,334
Warrant liability	22,255,067
Deferred underwriting fee payable	14,490,000
Total Liabilities	39,300,005	226,367
Commitments
Common stock subject to possible redemption 41,400,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively	414,000,000
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 10,350,000 at September 30, 2021 and December 31, 2020	1,035	1,035
Additional paid-in capital		23,965
Accumulated deficit	(39,121,005)	(1,450)
Total Stockholders’ Equity (Deficit)	(39,119,970)	23,550
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 414,180,035	$ 249,917

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Shares subject to possible redemption	41,400,000	0
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Operating and formation costs	$ 1,000	$ 1,554,197	$ 3,016,548
Loss from operations	(1,000)	(1,554,197)	(3,016,548)
Other income (loss):
Change in fair value of warrant liability		12,701,734	8,328,400
Change in fair value of FPA liability		393,333	253,333
Loss on initial issuance of private warrants			(267,467)
Offering costs allocated to warrant and FPA liabilities			(1,148,289)
Interest earned on marketable securities held in Trust Account		5,328	28,694
Total other income, net		13,100,395	7,194,671
Net income	$ (1,000)	$ 11,546,198	$ 4,178,123
Basic and diluted weighted average shares outstanding, Common Stock (in Shares)		41,400,000	39,125,275
Basic and diluted net income (loss) per share, redeemable common stock (in Dollars per share)		$ 0.22	$ 0.08
Basic and diluted weighted average shares outstanding, non-redeemable common stock subject to possible redemption (in Shares)	10,350,000	10,350,000	10,275,824
Basic and diluted net income per share, Common Stock (in Dollars per share)	$ 0	$ 0.22	$ 0.08

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings / (Accumulated Deficit)	Total
Balance at Sep. 24, 2020
Balance (in Shares) at Sep. 24, 2020
Issuance of common stock to Sponsor	$ 1,035	23,965		25,000
Issuance of common stock to Sponsor (in Shares)	10,350,000
Net Income (Loss)			(1,000)	(1,000)
Balance at Sep. 30, 2020	$ 1,035	23,965	(1,000)	24,000
Balance (in Shares) at Sep. 30, 2020	10,350,000
Balance at Dec. 31, 2020	$ 1,035	23,965	(1,450)	23,550
Balance (in Shares) at Dec. 31, 2020	10,350,000
Accretion for common stock subject to redemption amount		(23,965)	(42,335,161)	(42,359,126)
Net Income (Loss)			4,880,183	4,880,183
Balance at Mar. 31, 2021	$ 1,035		(37,456,428)	(37,455,393)
Balance (in Shares) at Mar. 31, 2021	10,350,000
Balance at Dec. 31, 2020	$ 1,035	23,965	(1,450)	23,550
Balance (in Shares) at Dec. 31, 2020	10,350,000
Balance at Sep. 30, 2021	$ 1,035		(39,121,005)	(39,119,970)
Balance (in Shares) at Sep. 30, 2021	10,350,000
Balance at Mar. 31, 2021	$ 1,035		(37,456,428)	(37,455,393)
Balance (in Shares) at Mar. 31, 2021	10,350,000
Initial classification of FPA liability			(966,667)	(966,667)
Net Income (Loss)			(12,244,108)	(12,244,108)
Balance at Jun. 30, 2021	$ 1,035		(50,667,203)	(50,666,168)
Balance (in Shares) at Jun. 30, 2021	10,350,000
Net Income (Loss)			11,546,198	11,546,198
Balance at Sep. 30, 2021	$ 1,035		$ (39,121,005)	$ (39,119,970)
Balance (in Shares) at Sep. 30, 2021	10,350,000

- Definition

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

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- 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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-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (1,000)	$ 4,182,273
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(28,694)
Changes in fair value of warrant liability		(8,328,400)
Change in fair value of FPA liability		(253,333)
Loss on initial issuance of private warrants		267,467
Offering costs allocable to warrant liabilities		1,148,289
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(116,653)
Accrued expenses	1,000	1,090,154
Net cash used in operating activities		(2,038,897)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(414,000,000)
Net cash used in investing activities		(414,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		405,720,000
Proceeds from sale of Private Placement Warrants		10,030,000
Proceeds from promissory note - related party	5,000	750,000
Repayment of promissory note – related party		(117,917)
Payment of offering costs	(5,000)	(308,498)
Net cash provided by financing activities		416,073,585
Net Change in Cash		34,688
Cash – Beginning of period
Cash – End of period		34,688
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption		414,000,000
Initial Classification of Warrant Liabilities		30,583,467
Deferred underwriting fee payable		$ 14,490,000

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Northern Genesis Acquisition Corp. II (the “Company”) was incorporated in Delaware on September 25, 2020. The Company is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to initially concentrate on target businesses making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure.

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.

The Company has a wholly owned subsidiary NGAB Merger Sub Inc., which was incorporated in Delaware on June 21, 2021 (“Merger Sub”).

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,686,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, Northern Genesis Sponsor II LLC (the “Sponsor”), generating gross proceeds of $10,030,000, which is described in Note 4.

Transaction costs amounted to $23,221,415 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $451,415 of other offering costs.

Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

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 completing a Business Combination. Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, if a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the business combination (or such greater number as may be required by applicable law or the rules of any applicable national securities exchange) are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed 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 approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

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

The Sponsor and the Company’s officers, directors and director nominees will agree (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provisions that specifically apply only to the period prior to the consummation of our initial business combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment (See Note 7).

The Company will have until January 15, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founder Shares will agree to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 other 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 Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2021, the Company had $34,688 in its operating bank accounts, $414,028,694 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 ($1,544,413), which excludes franchise taxes payable of $150,000, of which such amount will be paid from interest earned on the Trust Account and $28,694 of franchise taxes paid and not yet reimbursed from the trust.

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. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or January 15, 2023, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders).

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Restatement of Previously Issued Financial Statement [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021 in its Original Form 10-Q, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable common stock as temporary equity. Additionally, the Company in its Original Form 10-Q referred to these adjustments as a ‘revision’, however, these adjustments should have been identified as a ‘restatement’ of the previously issued financial statements.

As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and 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 January 15, 2021
Common stock subject to redemption	$	365,248,533		$	48,751,367		$	414,000,000
Common stock shares	$	1,523		$	(488	)	$	1,035
Additional paid-in capital	$	6,415,718		$	(6,415,718	)	$	—
Accumulated deficit	$	(1,417,236	)	$	(42,335,161	)	$	(43,752,397	)
Total Stockholders’ Equity (Deficit)	$	5,000,005		$	(48,751,367	)	$	(43,751,362	)

Balance Sheet as of March 31, 2021
Common stock subject to possible redemption	$	371,544,602		$	42,455,398		$	414,000,000
Common stock shares	$	1,460		$	(425	)	$	1,035
Additional paid-in capital	$	119,812		$	(119,812	)	$	—
Retained Earnings (Accumulated deficit)	$	4,878,733		$	(42,335,161	)	$	(37,456,428	)
Total Stockholders’ Equity (Deficit)	$	5,000,005		$	(42,455,398	)	$	(37,455,393	)

Statement of Cash Flows for the Three Months Ended March 31, 2021		As Previously Reported			Adjustment			As Restated
Initial classification of common stock subject to possible redemption	$	365,248,633		$	48,751,367		$	414,000,000
Change in value of common stock subject to possible redemption	$	6,295,969		$	(6,295,969	)	$	—

Statement of Cash Flows for the Six Months Ended June 30, 2021
Initial classification of common stock subject to possible redemption	$	365,248,633		$	48,751,367		$	414,000,000
Change in value of common stock subject to possible redemption	$	48,751,367		$	(48,751,367	)	$	—

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021		As Previously Reported			Adjustment			As Restated
Sale of 41,400,000 Units, net of underwriting discounts	$	371,629,911		$	(371,629,911	)	$	—
Initial value of common stock subject to possible redemption at IPO date		(365,248,633	)		365,248,633			—
Change in value of common stock subject to redemption		6,295,969			(6,295,969	)		—
Accretion for common stock to redemption amount		—			(42,359,126	)		(42,359,126	)
Total stockholders’ equity (deficit)		5,000,005			(42,455,398	)		(37,455,393	)
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021
Change in value of common stock subject to redemption	$	42,455,398		$	(42,455,398	)	$	—
Total stockholders’ equity		(50,666,168	)		—			(50,666,168	)

In connection with the change in presentation for common stock subject to redemption, the Company also restated its income (loss) per share. The impact of this restatement on the Company’s financial statements is reflected in the following table:

	Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		Basic and diluted net loss per share, Class A common stock			Basic and diluted weighted average shares outstanding, Class B common stock subject to possible redemption		Basic and diluted net loss per share, Class B common stock
For the three months ended, March 31, 2021
As Previously Reported		36,524,863	$	—			14,187,614	$	0.34
As Restated		34,500,000	$	0.11			10,125,000	$	0.11
For the three months ended, June 30, 2021
As Previously Reported		37,153,752	$	—			14,596,248	$	(0.84	)
As Restated		41,400,000	$	(0.24	)		10,350,000	$	(0.24	)
For the six months ended, June 30, 2021
As Previously Reported		61,945,851	$	—			14,393,060	$	(0.51	)
As Restated		37,969,061	$	(0.15	)		10,238,122	$	(0.15	)
For the three months ended, September 30, 2021
As Previously Reported		51,750,000	$	0.22			—	$	—
As Restated		41,400,000	$	0.22			10,350,000	$	0.22
For the nine months ended, September 30, 2021
As Previously Reported		48,906,593	$	0.09			—	$	—
As Restated		39,125,275	$	0.08			10,275,824	$	0.08

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K as filed with the SEC on April 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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, close of the Initial Public Offering, 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.

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 statement 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 condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 September 30, 2021 and December 31, 2020.

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 invested primarily 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 consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Warrant and FPA Liabilities

The Company accounts for the Warrants and forward purchase warrants (as defined in Note 7) in accordance with the guidance contained in ASC 815-40, under which the Warrants and forward purchase warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and forward purchase warrants as liabilities at their fair value and adjust the Warrants and forward purchase warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants were initially estimated using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The Private Placement Warrants and forward purchase warrants are valued using a Modified Black Scholes Option Pricing Model.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, the 41,400,000 shares of common stock subject to possible redemption at September 30, 2021 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. 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 stock resulted in charges against additional paid-in capital and accumulated deficit.

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

Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000	)
Class A common stock issuance costs	$	(22,073,126	)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.

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 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 earnings per share. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,486,667 shares in the calculation of diluted loss per share, since the average stock price of the Company’s common stock for the three and nine months ended September 30, 2021 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive.

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

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000	)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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

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

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

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

Public Offering

9 Months Ended

Sep. 30, 2021

Public Offering Disclosure [Abstract]

PUBLIC OFFERING

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

Private Placement

9 Months Ended

Sep. 30, 2021

Private Placement Disclosure [Abstract]

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,686,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,030,000, from the Company in a private placement. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were deposited into the Company’s operating account, $8,280,000 of which was used to pay deferred underwriting fees and $1,080,000 was due to the Sponsor for working capital and $670,000 was maintained in the operating account to be used towards working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On October 2, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s common stock (the “Founder Shares”). On January 12, 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in 10,350,000 shares of common stock outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,350,000 Founder Shares are no longer subject to forfeiture.

The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on January 12, 2021, pursuant to which the Company will pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively, of which $10,000 is included in accrued expenses in the accompanying balance sheet. For the period from September 25, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services.

Due from Sponsor

At the closing of the Initial Public Offering on January 15, 2021, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $1,080,000 was due to the Company to be held outside of the Trust Account for working capital purposes. Such amount was paid by the Sponsor to the Company on January 18, 2021.

Promissory Note — Related Party

On September 25, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii.) the consummation of the Initial Public Offering or (iii) the abandonment of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there was $0 and $117,917, respectively, outstanding under the Promissory Note.

On August 12, 2021 the sponsor committed to provide up to $1,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination. If the Company does not consummate an initial business combination, all amounts loaned to the Company will be forgiven except to the extent that we have funds available outside of the Trust Account to repay such loans. As of September 30, 2021 there was $750,000 of working capital loans outstanding. On September 30, 2021 the sponsor committed to provide up to an additional $2,000,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans will follow the same structure as the $1,000,000 working capital loans as described above. This borrowing is in addition to the above note initiated on August 12, 2021. The total commitment provided by the Sponsor will total $3,000,000, where $750,000 of which has been borrowed as of September 30, 2021.

Personnel Services Agreement

The Company entered into a Personnel Services Agreement, dated April 1, 2021, with the Sponsor pursuant to which, subject to maintaining funds adequate for our projected obligations, the Company expects to pay up to $2,000,000 in the aggregate in respect of the services of personnel affiliated with the Sponsor, including persons who may be directors or officers of the Company, for activities on the Company’s behalf, including services related to identifying, investigating and completing an initial business combination and other operational and support services. To the extent any amounts are in respect of the services of individuals who also serve as directors or executive officers of the Company, such amounts will be reviewed and approved by its audit committee. For the nine months ended September 30, 2021, the Company incurred $680,000, inclusive of $200,000 in initial payment of the agreement and $80,000 for each month within the second and third quarter for these services, of which $80,000 is included in accounts payable in the accompanying balance sheets.

The Sponsor, the Company’s officers, and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. For the three and nine months ended September 30, 2021, there were no amounts relating to the above arrangement recorded.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers, directors and director nominees or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes may be converted into warrants at a price of $1.50 per warrant (“Working Capital Warrants”). Such Working Capital Warrants would 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.

Commitments

9 Months Ended

Sep. 30, 2021

Commitments [Abstract]

COMMITMENTS

NOTE 7. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 12, 2021, the holders of the Founder Shares, Private Placement Warrants and any Working Capital Warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or Working Capital Warrants) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to four 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 completion 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 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. The agreement was amended as described below under “–Forward Purchase Agreement” to add the forward purchase securities.

Underwriting Agreement

The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $14,490,000. The deferred fee will be payable in cash to the underwriters solely in the event that the Company completes a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

On January 8, 2021. the Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination. The forward purchase warrants would have the same terms as the Public Warrants and the forward purchase shares would be identical to the shares of common stock included in the Units sold in the Initial Public Offering, except the forward purchase shares and the forward purchase warrants would be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination and for expenses in connection with an initial Business Combination, and any excess funds may be used for the working capital needs of the post-transaction company.

The forward purchase transaction is not dependent upon or affected by the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The forward purchase transaction is subject to conditions, including the forward purchase investor giving the Company its irrevocable written confirmation, confirming its commitment to purchase forward purchase securities and the amount thereof, no later than fifteen days after the Company notifies it of the Company’s intention to raise capital through the issuance of equity securities in connection with the closing of an initial Business Combination. The forward purchase investor may grant or withhold its consent and confirmation entirely within its sole discretion. Accordingly, if the forward purchase investor does not consent to and confirm the purchase, it will not be obligated to purchase any of the forward purchase securities.

On April 21, 2021, the Company entered into an Amended and Restated Forward Purchase Agreement with Northern Genesis Capital II LLC (formerly known as Northern Genesis Capital LLC) (“NGC”) (the “NGC Forward Purchase Agreement”), and certain additional forward purchase agreements with additional institutional investors (collectively, with the NGC Forward Purchase Agreement, the “Forward Purchase Agreements”). The Forward Purchase Agreements collectively replace that certain Forward Purchase Agreement previously entered into by the Company and NGC in connection with the closing of the Company’s initial public offering (the “Original Agreement”).

Pursuant to the Forward Purchase Agreements, if the Company determines to raise capital by the private placement of equity securities in connection with the closing of its initial business combination (subject to certain limited exceptions), the members of NGC (institutional investors that also are members of the Company’s Sponsor,) and the parties to the additional Forward Purchase Agreements have the first right to purchase an aggregate amount of up to 7,500,000 “forward purchase units” of the Company (under all Forward Purchase Agreements, taken together) for $10.00 per forward purchase unit, or an aggregate total of $75,000,000. Each forward purchase unit would consist of one share of the Company’s common stock and one-sixth of one warrant, with each whole warrant exercisable to purchase one share of the Company’s common stock at $11.50 per share. The common stock and warrants included in the forward purchase units would have the same terms as the Company’s publicly traded common stock and warrants but would not be freely tradable until registered. As with the Original Agreement, any commitment by any potential purchaser under any of the Forward Purchase Agreements is subject to and conditioned upon written confirmation from the prospective purchaser, following the Company’s notification to such purchaser of its intention to enter into an initial business combination agreement, which a prospective purchaser was grant or withhold in its sole discretion.

In addition, if a private placement of equity securities in connection with the Company’s initial business combination exceeds $75,000,000, the Company agreed under each Forward Purchase Agreement to use its commercially reasonable efforts to permit priority participation in such additional amount by the members of NGC and the parties to the additional Forward Purchase Agreements, in an aggregate additional amount up to $150,000,000, on the same terms as those offered to other prospective purchasers in connection with such additional private placement amount.

Each Forward Purchase Agreement that the holders of the shares of common stock and warrants included in the forward purchase units will be entitled to registration rights pursuant to the terms of any registration rights agreement applicable to any equity securities issued by way of private placement in connection with the closing of the Company’s initial business combination or, in the absence of the foregoing, pursuant to the terms of the registration rights agreement entered into by the Company, Sponsor and NGC in connection with the Company’s initial public offering (the “Registration Rights Agreement”). Pursuant to the foregoing, on April 21, 2021, the Registration Rights Agreement was amended to clarify that the shares and warrants included in up to 7,500,000 total forward purchase units remain subject to the Registration Rights Agreement, regardless of the specific Forward Purchase Agreement pursuant to which they may be issued.

Each Forward Purchase Agreement contains representations and warranties by each party, conditions to closing, and additional provisions that are customary for agreements of this nature. The terms of all of the Forward Purchase Agreements are substantively the same, except that the NGC Forward Purchase Agreement gives NGC board observation rights prior to the Company’s initial business combination, and gives the members of NGC a priority right to subscribe for any of the forward purchase units that any other prospective purchasers do not elect to purchase under any of the other Forward Purchase Agreements.

Proposed Business Combination

On June 22, 2021, the Company, Embark Trucks Inc., a Delaware Corporation (“Embark”), and NGAB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into Embark (the “Merger,” together with the other transactions related thereto, the “Embark Business Combination”), with Embark surviving the Merger as a wholly owned subsidiary of us (the “Surviving Corporation”).

On the date of closing of the Merger (the “Closing”) immediately prior to the effective time of the Merger (the “Effective Time”), the Company will amend and restate our certificate of incorporation (the “Post-Closing Charter”), pursuant to which, among other things, (i) the Company will have a dual class share structure with (x) shares of Class A common stock that will carry voting rights in the form of one vote per share (the “New Class A Common Stock”), and (y) shares of Class B common stock that will carry voting rights in the form of ten votes per share (the “New Class B Common Stock” and, together with the New Class A Common Stock, the “New Common Stock”) and (ii) all outstanding shares of Company common stock will be reclassified into shares of New Class A Common Stock. At Closing, the Company will also change its name to Embark Technology, Inc.

Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including the approval of the Embark Business Combination by the Company’s stockholders. (See Note 11)

Subscription Agreements

In connection with the execution of the Merger Agreement, the Company and Embark entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to purchase, and the Company agreed to sell to the PIPE Investors, an aggregate of 16,000,000 shares of New Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $160 million, in the PIPE Financing.

In addition, in connection with the execution of the Merger Agreement, and pursuant to the Forward Purchase Agreements, certain FPA PIPE Investors agreed to purchase, and the Company agreed to sell to the FPA PIPE Investors, an aggregate of 4,000,000 units, consisting of one share of New Class A Common Stock and one-sixth of a warrant (the “PIPE Units”), for a purchase price of $10.00 per unit and an aggregate purchase price of $40 million, in the PIPE Financing.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements and PIPE Units pursuant to the Forward Purchase Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Embark Business Combination. The purpose of the PIPE is to raise additional capital for use by the Surviving Corporation following the Closing.

Sponsor Support Agreement and Foundation Investor Support Agreement

In connection with the Merger Agreement, the Company, Embark and the Sponsor entered into the Sponsor Support Agreement pursuant to which Sponsor agreed to vote all of its shares of NGA Common Stock in favor of the approval and adoption of the Business Combination. Additionally, Sponsor agreed, among other things, not to (i) transfer any of its shares of New Class A Common Stock or warrants for certain periods of time as set forth in the Sponsor Support Agreement, subject to certain customary exceptions or (ii) enter into any voting arrangement that is inconsistent with the commitment under the Sponsor Support Agreement to vote in favor of the approval and adoption of the Business Combination. Sponsor also agreed to forfeit, immediately prior to Closing, (i) a relative percentage of up to 1,130,239 Founder Shares to the extent that the Sponsor’s institutional investors fail to hold, at the Closing, at least one-half of the shares of NGA Common Stock issued to such investors in connection with our initial public offering, and (ii) up to 627,910 Founder Shares (currently expected to be 393,025 Founder Shares) in connection with the Forward Purchase Agreements investment. The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.

In addition, in connection with the Merger Agreement, the Sponsor expects certain of its institutional investors to enter into separate Support Agreements pursuant to which such investors will agree, among other things, to vote all shares of our common stock held by such investor at the time of such vote (i) in favor of the approval and adoption of the Business Combination, the Merger Agreement and each of the Transaction Proposals (as defined in the Merger Agreement), (ii) against any other business combination proposal or related proposals; and (iii) against any proposal, action or agreement that would reasonably be expected to impede, frustrate, or prevent the Merger or the satisfaction of any of the conditions thereto. Each such investor is further expected to represent and agree that such investor has not entered into, and will not enter, any agreement that would restrict, limit or interfere with the voting agreement made in the Support Agreement. The Business Combination Agreement and related agreements are further described in the Form 8-K filed by the Company on June 23, 2021.

Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY

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

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 10,350,000 shares of common stock issued and outstanding, excluding 41,400,000 and -0- shares of common stock subject to possible redemption, respectively.

- 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.

+ References

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+ Details

Warrant Liability

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

WARRANT LIABILITY

NOTE 9. WARRANT LIABILITY

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

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the 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 any shares of common stock upon exercise of a warrant unless 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 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per 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 common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

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

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

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

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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.

The following table presents information about the Company’s assets and liabilities 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:

Description	Level		September 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	414,028,694
Liabilities:
Warrant liability – Public Warrants		1	$	14,766,000
Warrant liability – Private Placement Warrants		3	$	7,489,067
FPA Liability		2	$	713,333

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 consolidated statements of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

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

	Private Placement			Public			Warrant Liabilities
Fair value as of September 25, 2020 (inception)	$	—		$	—		$	—
Initial measurement on January 15, 2021		10,297,467			20,286,000			30,583,467
Change in valuation inputs or other assumptions		(2,808,400	)		(5,520,000	)		(8,328,400	)
Fair value as of September 30, 2021	$	7,849,067		$	14,766,000		$	22,255,067

The measurements of the FPA liability are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.

The following table presents a summary of the changes in the fair value of the FPA liability, a Level 2 liability, measured on a recurring basis.

	FPA
	Liability
Fair value, April 21, 2021	$	966,667
Loss on change in fair value		(253,333	)
Fair value, September 30, 2021	$	713,334

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The fair value of the Private Placement Warrants was estimated at January 15, 2021 to be $1.54 per share and at September 30, 2021 to be $1.12 per share using the modified Black-Scholes option pricing model and the following assumptions:

	January 15, 2021			September 30, 2021
Expected Volatility		25.0	%		17.0	%
Risk-free interest rate		0.58	%		1.02	%
Expected term (years)		5.00			5.00
Fair value per share of common stock	$	9.51		$	9.93

- 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

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

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

On September 30, 2021, the Sponsor has amended the August 12, 2021 Commitment Letter to provide $2,000,000 in working capital loans in addition to the previously provided $1,000,000. As of September 30, 2021, there was $750,000 of working capital loans outstanding.

On November 9, 2021, the Company issued 2,000,000 Working Capital Warrants in full payment of its obligation under the Working Capital Loans.

At a special meeting of stockholders on November 9, 2021 (the “Special Meeting”), the stockholders of the Company voted and approved Proposal Nos. 1 through 7, including the Embark Business Combination, each of which is further described in the Proxy Statement/Prospectus filed by the Company with the SEC on October 19, 2021.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Risks and Uncertainties

Risks and Uncertainties

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Warrant and FPA Liabilities

Warrant and FPA Liabilities

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

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

Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000	)
Class A common stock issuance costs	$	(22,073,126	)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

Income Taxes

Income Taxes

Net income (loss) per Common Share

Net income (loss) per Common Share

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

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000	)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00	)

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurements

Fair Value Measurements

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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

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

Derivative Financial Instruments

Derivative Financial Instruments

Recent Accounting Standards

Recent Accounting Standards

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Revision Of Previously Issued Financial Statements [Abstract]

Schedule of financial statements

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of January 15, 2021
Common stock subject to redemption	$	365,248,533		$	48,751,367		$	414,000,000
Common stock shares	$	1,523		$	(488	)	$	1,035
Additional paid-in capital	$	6,415,718		$	(6,415,718	)	$	—
Accumulated deficit	$	(1,417,236	)	$	(42,335,161	)	$	(43,752,397	)
Total Stockholders’ Equity (Deficit)	$	5,000,005		$	(48,751,367	)	$	(43,751,362	)

Balance Sheet as of March 31, 2021
Common stock subject to possible redemption	$	371,544,602		$	42,455,398		$	414,000,000
Common stock shares	$	1,460		$	(425	)	$	1,035
Additional paid-in capital	$	119,812		$	(119,812	)	$	—
Retained Earnings (Accumulated deficit)	$	4,878,733		$	(42,335,161	)	$	(37,456,428	)
Total Stockholders’ Equity (Deficit)	$	5,000,005		$	(42,455,398	)	$	(37,455,393	)

Statement of Cash Flows for the Three Months Ended March 31, 2021		As Previously Reported			Adjustment			As Restated
Initial classification of common stock subject to possible redemption	$	365,248,633		$	48,751,367		$	414,000,000
Change in value of common stock subject to possible redemption	$	6,295,969		$	(6,295,969	)	$	—

Statement of Cash Flows for the Six Months Ended June 30, 2021
Initial classification of common stock subject to possible redemption	$	365,248,633		$	48,751,367		$	414,000,000
Change in value of common stock subject to possible redemption	$	48,751,367		$	(48,751,367	)	$	—

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March 31, 2021		As Previously Reported			Adjustment			As Restated
Sale of 41,400,000 Units, net of underwriting discounts	$	371,629,911		$	(371,629,911	)	$	—
Initial value of common stock subject to possible redemption at IPO date		(365,248,633	)		365,248,633			—
Change in value of common stock subject to redemption		6,295,969			(6,295,969	)		—
Accretion for common stock to redemption amount		—			(42,359,126	)		(42,359,126	)
Total stockholders’ equity (deficit)		5,000,005			(42,455,398	)		(37,455,393	)
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June 30, 2021
Change in value of common stock subject to redemption	$	42,455,398		$	(42,455,398	)	$	—
Total stockholders’ equity		(50,666,168	)		—			(50,666,168	)

Schedule of common stock subject to redemption

	Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		Basic and diluted net loss per share, Class A common stock			Basic and diluted weighted average shares outstanding, Class B common stock subject to possible redemption		Basic and diluted net loss per share, Class B common stock
For the three months ended, March 31, 2021
As Previously Reported		36,524,863	$	—			14,187,614	$	0.34
As Restated		34,500,000	$	0.11			10,125,000	$	0.11
For the three months ended, June 30, 2021
As Previously Reported		37,153,752	$	—			14,596,248	$	(0.84	)
As Restated		41,400,000	$	(0.24	)		10,350,000	$	(0.24	)
For the six months ended, June 30, 2021
As Previously Reported		61,945,851	$	—			14,393,060	$	(0.51	)
As Restated		37,969,061	$	(0.15	)		10,238,122	$	(0.15	)
For the three months ended, September 30, 2021
As Previously Reported		51,750,000	$	0.22			—	$	—
As Restated		41,400,000	$	0.22			10,350,000	$	0.22
For the nine months ended, September 30, 2021
As Previously Reported		48,906,593	$	0.09			—	$	—
As Restated		39,125,275	$	0.08			10,275,824	$	0.08

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of class A common stock reflected in the condensed consolidated balance sheets

Gross proceeds	$	414,000,000
Less:
Proceeds allocated to Public Warrants	$	(20,286,000	)
Class A common stock issuance costs	$	(22,073,126	)
Plus:
Accretion of carrying value to redemption value	$	42,359,126
Class A common stock subject to possible redemption	$	414,000,000

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

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from September 25, 2020 (Inception) Through September 30, 2020
	Redeemable		Non-redeemable		Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	9,233,638	$	2,308,410	$	3,309,040	$	869,083	$	—	$	(1,000	)
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000		10,350,000		39,125,275		10,275,824		—		10,350,000

Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	0.08	$	0.08	$	—	$	(0.00	)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of company's assets and liabilities

Description	Level		September 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	414,028,694
Liabilities:
Warrant liability – Public Warrants		1	$	14,766,000
Warrant liability – Private Placement Warrants		3	$	7,489,067
FPA Liability		2	$	713,333

Schedule of changes in fair value of private and public warrant liabilities

	Private Placement			Public			Warrant Liabilities
Fair value as of September 25, 2020 (inception)	$	—		$	—		$	—
Initial measurement on January 15, 2021		10,297,467			20,286,000			30,583,467
Change in valuation inputs or other assumptions		(2,808,400	)		(5,520,000	)		(8,328,400	)
Fair value as of September 30, 2021	$	7,849,067		$	14,766,000		$	22,255,067

Schedule of changes in the fair value of the FPA liability

	FPA
	Liability
Fair value, April 21, 2021	$	966,667
Loss on change in fair value		(253,333	)
Fair value, September 30, 2021	$	713,334

Schedule of black scholes option pricing model

	January 15, 2021			September 30, 2021
Expected Volatility		25.0	%		17.0	%
Risk-free interest rate		0.58	%		1.02	%
Expected term (years)		5.00			5.00
Fair value per share of common stock	$	9.51		$	9.93

Description of Organization and Business Operations (Details) - USD ($)		9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds from Initial public offering	$ 414,000,000
Sale of warrants (in Shares)		6,686,667
Gross proceeds		$ 10,030,000
Transaction cost		23,221,415
Underwriting fees		8,280,000
Deferred underwriting fees		14,490,000
Other offering cost		$ 451,415
Percentage of assets held in the trust account		80.00%
Percentage of outstanding voting		50.00%
Share price (in Dollars per share)		$ 11.5
Net tangible assets		$ 5,000,001
Aggregate public shares, percentage		15.00%
Percentage of redemption of public shares		100.00%
Net interest to dissolution expenses		$ 100,000
Trust account, description		In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Operating bank accounts		$ 34,688
Marketable securities		414,028,694
Working capital deficit		(1,544,413)
Franchise taxes payable		150,000
Franchise taxes paid		$ 28,694
Trust Account [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)		$ 10
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business Combination, description		Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	41,400,000
Shares issued price per share (in Dollars per share)	$ 10
Share price (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	5,400,000
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per warrant (in Dollars per share)		$ 1.5

Restatement of Previously Issued Financial Statements (Details)	Sep. 30, 2021 USD ($) $ / shares
Revision Of Previously Issued Financial Statements [Abstract]
Common stock subject to possible redemption \| $ / shares	$ 10
Net tangible assets \| $	$ 5,000,001

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jan. 15, 2021
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	$ 371,544,602		$ 365,248,533
Common stock shares	1,460		1,523
Additional paid-in capital	119,812		6,415,718
Retained Earnings (Accumulated deficit)	4,878,733		(1,417,236)
Total Stockholders’ Equity (Deficit)	5,000,005	$ (50,666,168)	5,000,005
Initial classification of common stock subject to possible redemption	365,248,633	365,248,633
Change in value of common stock subject to possible redemption	6,295,969	48,751,367
Sale of 41,400,000 Units, net of underwriting discounts	371,629,911
Initial value of common stock subject to possible redemption at IPO date	(365,248,633)
Change in value of common stock subject to redemption	6,295,969	42,455,398
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	42,455,398		48,751,367
Common stock shares	(425)		(488)
Additional paid-in capital	(119,812)		(6,415,718)
Retained Earnings (Accumulated deficit)	(42,335,161)		(42,335,161)
Total Stockholders’ Equity (Deficit)	(42,455,398)		(48,751,367)
Initial classification of common stock subject to possible redemption	48,751,367	48,751,367
Change in value of common stock subject to possible redemption	(6,295,969)	(48,751,367)
Sale of 41,400,000 Units, net of underwriting discounts	(371,629,911)
Initial value of common stock subject to possible redemption at IPO date	365,248,633
Change in value of common stock subject to redemption	(6,295,969)	(42,455,398)
Accretion for common stock to redemption amount	(42,359,126)
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	414,000,000		414,000,000
Common stock shares	1,035		1,035
Retained Earnings (Accumulated deficit)	(37,456,428)		(43,752,397)
Total Stockholders’ Equity (Deficit)	(37,455,393)	(50,666,168)	$ (43,751,362)
Initial classification of common stock subject to possible redemption	414,000,000	$ 414,000,000
Accretion for common stock to redemption amount	$ (42,359,126)

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements (Parentheticals)	3 Months Ended
	Mar. 31, 2021 shares
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale underwriting discounts	41,400,000
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale underwriting discounts	41,400,000
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale underwriting discounts	41,400,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of common stock subject to redemption - $ / shares	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of common stock subject to redemption [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	51,750,000	37,153,752	36,524,863	61,945,851	48,906,593
Basic and diluted net loss per share, Class A common stock	$ 0.22				$ 0.09
Basic and diluted weighted average shares outstanding, Class B common stock subject to possible redemption		14,596,248	14,187,614	14,393,060
Basic and diluted net loss per share, Class B common stock		$ (0.84)	$ 0.34	$ (0.51)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of common stock subject to redemption [Line Items]
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	41,400,000	41,400,000	34,500,000	37,969,061	39,125,275
Basic and diluted net loss per share, Class A common stock	$ 0.22	$ (0.24)	$ 0.11	$ (0.15)	$ 0.08
Basic and diluted weighted average shares outstanding, Class B common stock subject to possible redemption	10,350,000	10,350,000	10,125,000	10,238,122	10,275,824
Basic and diluted net loss per share, Class B common stock	$ 0.22	$ (0.24)	$ 0.11	$ (0.15)	$ 0.08

Summary of Significant Accounting Policies (Details)	9 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2021 USD ($) shares
Summary of Significant Accounting Policies (Details) [Line Items]
Statutory tax rate	21.00%
Purchase of aggregate shares	20,486,667
Federal depository insurance coverage (in Dollars) \| $	$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Stock subject to possible redemption	41,400,000

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the condensed consolidated balance sheets	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of class A common stock reflected in the condensed consolidated balance sheets [Abstract]
Gross proceeds	$ 414,000,000
Less:
Proceeds allocated to Public Warrants	(20,286,000)
Class A common stock issuance costs	(22,073,126)
Plus:
Accretion of carrying value to redemption value	42,359,126
Class A common stock subject to possible redemption	$ 414,000,000

- 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 (Details) - Schedule of calculation of basic and diluted net income (loss) per common share - USD ($)		3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Redeemable [Member]
Numerator:
Allocation of net income (loss), as adjusted		$ 9,233,638	$ 3,309,040
Denominator:
Basic and diluted weighted average shares outstanding		41,400,000	39,125,275
Basic and diluted net income (loss) per common share		$ 0.22	$ 0.08
Non-redeemable [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ (1,000)	$ 2,308,410	$ 869,083
Denominator:
Basic and diluted weighted average shares outstanding	10,350,000	10,350,000	10,275,824
Basic and diluted net income (loss) per common share	$ 0	$ 0.22	$ 0.08

Public Offering (Details)	9 Months Ended
Public Offering (Details)	Sep. 30, 2021 $ / shares shares
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units	41,400,000
Purchase price per unit (in Dollars per share) \| $ / shares	$ 10
Public offering, description	Each Unit consists of one share of common stock and one-third of one redeemable warrant redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units	5,400,000

Private Placement (Details) - Private Placement [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Aggregate of purchase shares (in Shares) \| shares	6,686,667
Warrant price per share (in Dollars per share) \| $ / shares	$ 1.5
Aggregate purchase price	$ 10,030,000
Common stock price per share (in Dollars per share) \| $ / shares	$ 11.5
Deferred underwriting fees	$ 8,280,000
working capital	1,080,000
Sponsor [Member]
Private Placement (Details) [Line Items]
working capital	$ 670,000

Related Party Transactions (Details) - USD ($)				3 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 12, 2021	Jan. 12, 2021	Oct. 02, 2020	Sep. 30, 2021	Sep. 30, 2021	Jan. 15, 2021	Dec. 31, 2020	Sep. 25, 2020
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.5	$ 11.5
Office rent per month		$ 10,000
Payments to services				$ 30,000	$ 90,000
Accrued expenses				10,000	10,000
Amount held outside trust account						$ 1,080,000
Aggregate principal amount								$ 150,000
Borrowings outstanding				0	0		$ 117,917
Working capital loans	$ 1,000,000				1,000,000
Working capital loans outstanding					750,000
Sponsor total amount					3,000,000
Borrowed amount				750,000	750,000
Projected obligations, expects to pay				$ 2,000,000	$ 2,000,000
Personnel services agreement, description					For the nine months ended September 30, 2021, the Company incurred $680,000, inclusive of $200,000 in initial payment of the agreement and $80,000 for each month within the second and third quarter for these services, of which $80,000 is included in accounts payable in the accompanying balance sheets.
Warrants price (in Dollars per share)					$ 1.5
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description					Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.
Working capital loans					$ 3,000,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans					$ 2,000,000
Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid			$ 25,000
Shares consideration (in Shares)			8,625,000
Price per share (in Dollars per share)		$ 0.2
Common stock, shares outstanding (in Shares)		10,350,000
Shares subject to forfeiture (in Shares)		1,350,000
Founder Share [Member] \| Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description					The Sponsor will agree, subject to limited exceptions, not to transfer title to any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Commitments (Details) - USD ($)		9 Months Ended
Commitments (Details) - USD ($)	Jan. 08, 2021	Sep. 30, 2021
Commitments (Details) [Line Items]
Deferred fee percentage		3.50%
Gross proceeds from proposed public offering		$ 14,490,000
Forward purchase agreement, description	the Company entered into the forward purchase agreement (the “Forward Purchase Agreement”) with Northern Genesis Capital LLC (the “forward purchase investor”), pursuant to which, if the Company determines to raise capital by issuing equity securities in connection with the closing of its initial business combination, the forward purchase investor, an entity which is affiliated with the Company’s Sponsor, agreed and has the first right to purchase, subject to certain conditions, in an aggregate maximum amount of $75,000,000 of either (i) a number of units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-sixth of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit or (ii) a number of forward purchase shares for $9.75 per share (such forward purchase shares valued at $9.75 per share or the forward purchase units, as the case may be, the “forward purchase securities”), in a private placement that would close simultaneously with the closing of the Initial Business Combination.
Forward purchase units (in Shares)		7,500,000
Forward purchase price per share (in Dollars per share)		$ 10
Aggregate maximum amount		$ 75,000,000
Common stock price per share (in Dollars per share)		$ 11.5
Total forward purchase units (in Shares)		7,500,000
Sponsor support agreement and foundation investor support agreement, description		Sponsor also agreed to forfeit, immediately prior to Closing, (i) a relative percentage of up to 1,130,239 Founder Shares to the extent that the Sponsor’s institutional investors fail to hold, at the Closing, at least one-half of the shares of NGA Common Stock issued to such investors in connection with our initial public offering, and (ii) up to 627,910 Founder Shares (currently expected to be 393,025 Founder Shares) in connection with the Forward Purchase Agreements investment.
FPA PIPE Investors [Member]
Commitments (Details) [Line Items]
Purchase price per share (in Dollars per share)		$ 10
Aggregate purchase price		$ 40,000,000
Aggregate shares (in Shares)		4,000,000
Private Placement [Member]
Commitments (Details) [Line Items]
Common stock price per share (in Dollars per share)		$ 11.5
Initial business combination exceeds		$ 75,000,000
Aggregate additional amount		$ 150,000,000
Class A Common Stock [Member] \| PIPE Investors [Member]
Commitments (Details) [Line Items]
Purchase price per share (in Dollars per share)		$ 16,000,000
Purchase price per share (in Dollars per share)		$ 10
Aggregate purchase price		$ 160,000,000

Stockholders' Equity (Details) - $ / shares	9 Months Ended	12 Months Ended
Stockholders' Equity (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Prefered stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000
Shares subject to possible redemption	41,400,000	0
Preferred stock,issued and outstanding,description	At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Warrant Liability (Details)	9 Months Ended
Warrant Liability (Details)	Sep. 30, 2021 $ / shares
Warrant Liability (Details) [Line Items]
Warrant expire term	5 years
Total equity proceeds, percentage	60.00%
Business combination market value per share	$ 9.2
Market value, percentage	180.00%
Redemption trigger price per share	$ 18
Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination issue price or effective issue price per share	9.2
Warrant [Member]
Warrant Liability (Details) [Line Items]
Warrant price per share	$ 0.01
Market value, percentage	115.00%
Common Stock [Member]
Warrant Liability (Details) [Line Items]
Common stock equals or exceeds per share	$ 18

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Jan. 15, 2021
Fair Value Measurements (Details) [line items]
Fair value of private placement warrants	$ 1.12	$ 1.54

Fair Value Measurements (Details) - Schedule of company's assets and liabilities	9 Months Ended
	Sep. 30, 2021 USD ($)
Level 1 [Member] \| Marketable securities held in Trust Account [Member]
Assets:
Total assets	$ 414,028,694
Level 1 [Member] \| Warrant liability - Public Warrants [Member]
Liabilities:
Total liabilities	14,766,000
Level 3 [Member] \| Warrant liability - Private Placement Warrants [Member]
Liabilities:
Total liabilities	7,489,067
Level 2 [Member] \| FPA Liability [Member]
Liabilities:
Total liabilities	$ 713,333

Fair Value Measurements (Details) - Schedule of changes in fair value of private and public warrant liabilities	9 Months Ended
	Sep. 30, 2021 USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of private and public warrant liabilities [Line Items]
Fair value at beginning
Initial measurement on January 15, 2021	10,297,467
Change in valuation inputs or other assumptions	(2,808,400)
Fair value at ending	7,849,067
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of private and public warrant liabilities [Line Items]
Fair value at beginning
Initial measurement on January 15, 2021	20,286,000
Change in valuation inputs or other assumptions	(5,520,000)
Fair value at ending	14,766,000
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of private and public warrant liabilities [Line Items]
Fair value at beginning
Initial measurement on January 15, 2021	30,583,467
Change in valuation inputs or other assumptions	(8,328,400)
Fair value at ending	$ 22,255,067

Fair Value Measurements (Details) - Schedule of changes in the fair value of the FPA liability	5 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of changes in the fair value of the FPA liability [Abstract]
Fair value, April 21, 2021	$ 966,667
Loss on change in fair value	(253,333)
Fair value, June 30, 2021	$ 713,334

Fair Value Measurements (Details) - Schedule of black scholes option pricing model - $ / shares		9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021
Schedule of black scholes option pricing model [Abstract]
Expected Volatility	25.00%	17.00%
Risk-free interest rate	0.58%	1.02%
Expected term (years)	5 years	5 years
Fair value per share of common stock (in Dollars per share)	$ 9.51	$ 9.93

Subsequent Events (Details) - USD ($)		9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 09, 2021	Sep. 30, 2021
Subsequent Events (Details) [Line Items]
Subsequent event, description		the Sponsor has amended the August 12, 2021 Commitment Letter to provide $2,000,000 in working capital loans in addition to the previously provided $1,000,000. As of September 30, 2021, there was $750,000 of working capital loans outstanding.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital warrants	$ 2,000,000