Periphas Capital Partnering (PCPC) 10-K 22 Mar 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Mar. 22, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Periphas Capital Partnering Corporation
Entity Central Index Key	0001824993
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	NY
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PCPC
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity File Number	001-39784
Entity Address, Address Line One	667 Madison Avenue, 15th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10065
Entity Tax Identification Number	85-3046972
City Area Code	646
Local Phone Number	876-6351
Entity Public Float			$ 411.9
ICFR Auditor Attestation Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol	PCPC.U
Security Exchange Name	NYSE
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share
Trading Symbol	PCPC WS
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,805,600
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		120,000
Common Class F [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		828,000

Balance Sheet

Balance Sheet - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 470,895	$ 1,336,674
Prepaid expenses	198,172	412,626
Total current assets	669,067	1,749,300
Investments held in Trust Account	414,091,576	414,001,166
Total Assets	414,760,643	415,750,466
Current liabilities:
Accounts payable	25,210	76,800
Accrued expenses	74,510	186,500
Franchise tax payable	190,790	11,625
Total current liabilities	290,510	274,925
Derivative warrant liabilities	6,848,900	16,481,150
Total Liabilities	7,139,410	16,756,075
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 16,560,000 shares issued and outstanding at redemption value of $25.00 per share as of December 31, 2021 and 2020	414,000,000	414,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		0
Additional paid-in capital	0	0
Accumulated deficit	(6,378,887)	(15,005,729)
Total stockholders' deficit	(6,378,767)	(15,005,609)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	414,760,643	415,750,466
Common Class A [Member]
Stockholders' Deficit:
Common Stock, Value, Issued	25	25
Common Class B [Member]
Stockholders' Deficit:
Common Stock, Value, Issued	12	12
Common Class F [Member]
Stockholders' Deficit:
Common Stock, Value, Issued	$ 83	$ 83

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued	16,560,000	16,560,000
Temporary equity shares outstanding	16,560,000	16,560,000
Temporary equity redemption price per share	$ 25	$ 25
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	380,000,000	380,000,000
Common stock shares issued	245,600	245,600
Common stock shares outstanding	245,600	245,600
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	1,000,000	1,000,000
Common stock shares issued	120,000	120,000
Common stock shares outstanding	120,000	120,000
Common Class F [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	828,000	828,000
Common stock shares outstanding	828,000	828,000

Statement of Operations

Statement of Operations - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses	$ 50,912	$ 652,738
General and administrative expenses - related party	14,194	243,030
Franchise tax expense	11,625	200,050
Total operating expenses	(76,731)	(1,095,818)
Other income
Change in fair value of derivative warrant liabilities	(4,797,570)	9,632,250
Financing costs - derivative warrant liabilities	(290,834)	0
Gain on investments held in Trust Account	1,166	90,410
Net income (loss)	(5,163,969)	8,626,842
Common Class A [Member]
Other income
Net income (loss)	$ (3,834,844)	$ 8,166,189
Weighted average shares outstanding	2,735,207	16,805,600
Basic and diluted net income (loss) per share	$ (1.40)	$ 0.49
Common Class B [Member]
Other income
Net income (loss)	$ (168,244)	$ 58,310
Weighted average shares outstanding	120,000	120,000
Basic and diluted net income (loss) per share	$ (1.40)	$ 0.49
Common Class F [Member]
Other income
Net income (loss)	$ (1,160,881)	$ 402,342
Weighted average shares outstanding	828,000	828,000
Basic and diluted net income (loss) per share	$ (1.40)	$ 0.49

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - USD ($)	Total	Sponsor [Member]	Additional Paid-In Capital	Additional Paid-In CapitalSponsor [Member]	Accumulated Deficit	Common Class A [Member]	Common Class A [Member]Common stock	Common Class B [Member]	Common Class B [Member]Common stock	Common Class B [Member]Common stockSponsor [Member]	Common Class F [Member]	Common Class F [Member]Common stock	Common Class F [Member]Common stockSponsor [Member]
Beginning balance at Sep. 10, 2020
Beginning balance, shares at Sep. 10, 2020
Issuance of Class B common stock to Sponsor		$ 18,750		$ 18,738						$ 12
Issuance of Class B common stock to Sponsor, shares										120,000
Issuance of Class F common stock to Sponsor		$ 6,250		$ 6,167									$ 83
Issuance of Class F common stock to Sponsor, shares													828,000
Sale of 245,600 Private Placement CAPS, net of fair value of private placement warrants	$ 5,965,620		5,965,595				$ 25
Sale of 245,600 Private Placement CAPS, net of fair value of private placement warrants, shares	245,600						245,600
Accretion of Class A common stock subject to possible redemption amount	$ (15,832,260)		(5,990,500)		(9,841,760)
Net income (loss)	(5,163,969)				(5,163,969)	$ (3,834,844)		$ (168,244)			$ (1,160,881)
Ending balance at Dec. 31, 2020	(15,005,609)		0		(15,005,729)		$ 25		$ 12			$ 83
Ending balance, shares at Dec. 31, 2020							245,600		120,000			828,000
Net income (loss)	8,626,842				8,626,842	$ 8,166,189		$ 58,310			$ 402,342
Ending balance at Dec. 31, 2021	$ (6,378,767)		$ 0		$ (6,378,887)		$ 25		$ 12			$ 83
Ending balance, shares at Dec. 31, 2021							245,600		120,000			828,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders' Deficit (Parenthetical)	4 Months Ended
	Dec. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement CAPS, net of fair value of private placement warrants	245,600

Statement of Cash Flows

Statement of Cash Flows - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (5,163,969)	$ 8,626,842
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	4,797,570	(9,632,250)
Financing costs - derivative warrant liabilities	290,834	0
Gain on investments held in Trust Account	(1,166)	(90,410)
Changes in operating assets and liabilities:
Prepaid expenses	(412,626)	214,454
Accounts payable	6,800	(51,590)
Accrued expenses	17,500	(111,990)
Franchise tax payable	11,625	179,165
Net cash used in operating activities	(453,432)	(865,779)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(414,000,000)	0
Net cash used in investing activities	(414,000,000)	0
Cash Flows from Financing Activities:
Proceeds from note payable to related party	95,356	0
Repayment of note payable to related party	(147,606)	0
Proceeds received from initial public offering, gross	414,000,000	0
Proceeds received from private placement	6,140,000	0
Offering costs paid	(4,297,644)	0
Net cash provided by financing activities	415,790,106	0
Net change in cash	1,336,674	(865,779)
Cash - beginning of the period	0	1,336,674
Cash - end of the period	1,336,674	470,895
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	70,000	0
Offering costs included in accrued expenses	169,000	0
Offering costs paid by Sponsor under note payable	52,250	0
Common Class B [Member]
Supplemental disclosure of noncash activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	18,750	0
Common Class F [Member]
Supplemental disclosure of noncash activities:
Offering costs paid in exchange for issuance of common stock to Sponsor	$ 6,250	$ 0

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1-Description Incorporation Periphas Capital Partnering Corporation (the “Company”) was incorporated as a Delaware corporation on September 11, 2020. Sponsor The Company’s sponsor is PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company has not selected any business to partner with and has not, nor has anyone on the Company’s behalf, engaged in any substantive discussions, directly or indirectly, with respect to a specific Partnering Transaction. The Company may pursue a Partnering Transaction in any business or industry but expects to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company has neither engaged in any operations nor generated revenue as of December 31, 2021. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering (the “Initial Public Offering”) of its securities called CAPS ™ Financing The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2020. On December 14, 2020, the Company consummated its Initial Public Offering of 14,400,000 CAPS ™ ™ ™ ™ Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 224,000 private placement CAPS ™ ™ ™ ™ ™ Trust Account The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post- transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate 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”). Upon the closing of the Initial Public Offering and the Private Placement on December 14, 2020, $360.0 million ($25.00 per CAPS ™ ™ ™ 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company for withdrawals (the “permitted withdrawals”) to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event the Company does not complete the Partnering Transaction within the Partnering Period (as defined below), none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS ™ The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $25.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Partnering Transaction or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Partnering Transaction only if a majority of the outstanding shares of common stock voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction. The Company will have until December 14, 2022, (or March 14, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction by December 14, 2022) to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it 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 The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or pre-Partnering Pursuant to the letter agreement, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $25.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $25.00 per Public Share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.5 million in its operating bank account and working capital of approximately $0.4 million. The Company’s liquidity needs through the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares and the Performance Shares (as defined in Note 4), the loan under the Note from the Sponsor of approximately $148,000 (as defined in Note 4) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 15, 2020 and borrowing is no longer available. In addition, in order to finance transaction costs in connection with a Partnering Transaction, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2-Summary Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020. 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs 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 consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Topic ASC 820, “Fair Value Measurements and Disclosures, equal or approximate the carrying amounts represented in the balance sheets. As of December 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company issued 4,140,000 warrants to purchase Class A common stock to investors in our Initial Public Offering and Over-Allotment (the “Public Warrants”) and issued 61,400 Private Placement Warrants (the “Private Warrants”). All of its outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock subject to possible redemption feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 16,560,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock, and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 4,201,400 Class A common stock in the calculation of diluted income (loss) per common share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common share: For the Year Ended December 31, 2021 For The Period From September 11, 2020 Class A Class B Class F Class A Class B Class F Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 8,166,189 $ 58,310 $ 402,342 $ (3,834,844 ) $ (168,244 ) $ (1,160,881 ) Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 2,735,207 120,000 828,000 Basic and diluted net income (loss) per common share $ 0.49 $ 0.49 $ 0.49 $ (1.40 ) $ (1.40 ) $ (1.40 ) Income Taxes The Company complies with the accounting and reporting requirements of FASB Topic ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Recently Issued Accounting Standards The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3-Initial Public CAPS ™ On December 14, 2020, the Company consummated its Initial Public Offering of 14,400,000 CAPS ™ ™ ™ Each CAPS ™ one-quarter Underwriting Agreement The Company granted the underwriter a 45-day ™ The underwriter was entitled to an underwriting discount of $0.25 per CAPS ™ out-of-pocket Upon closing of the Over-Allotment on December 16, 2020, the underwriter was entitled to an additional fee of $540,000, paid upon closing of the Over-Allotment.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4-Related Founder Shares and Performance Shares On September 14, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 690,000 Class F common stock (the “Founder Shares”) for a capital contribution of $6,250 and (b) 120,000 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750. On December 11, 2020, the Company effected a 1 for 1.2 forward stock split of the shares of Class F common stock that increased the number of outstanding shares of Class F common stock from 690,000 to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock split. The Founder Shares will be entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. The Initial Stockholders agreed not to transfer, assign or sell (i) any of its Performance Shares except to any permitted transferees which will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares, and (ii) any of its Class A common stock deliverable upon conversion of the Performance Shares for 3 years following the completion of the Partnering Transaction. In connection with this arrangement, the Sponsor also agrees not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares. Private Placement CAPS ™ Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 224,000 Private Placement CAPS ™ ™ ™ ™ Each Private Placement CAPS ™ one-quarter ™ The Initial Stockholders also agreed not to transfer, assign or sell any of their Private Placement CAPS ™ ™ Related Party Loans On September 14, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan is payable without interest upon the completion of the Initial Public Offering. As of December 14, 2020, the Company borrowed approximately $148,000 under the Note. The Company repaid the Note in full on December 15, 2020 and borrowing is no longer available. In order to finance transaction costs in connection with an intended initial Partnering Transaction, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into private placement CAPS ™ ™ ™ ™ Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. During the year ended December 31, 2021, the Company incurred $240,000 of such costs, which have been included in the accompanying statements of operations. During the period from September 11, 2020 (inception) through December 31, 2020 the Company incurred $14,194 of such costs, which have been included in the accompanying statements of operations. As of December 31, 2021 and December 31, 2020 the Company had no outstanding balance for services in connection with such agreement on the accompanying balance sheets. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket Forward Purchase Agreements The Company entered into forward purchase agreements with each of certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”), pursuant to which the Anchor Investors committed to purchase in the aggregate, up to an aggregate of $75,000,000 of shares of Class A common stock at a purchase price of $25.00 per share, in private placements to occur simultaneously, and only in connection with, the closing of the initial Partnering Transaction, (collectively, the “Forward Purchase Agreements”). The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in the Company’s initial Partnering Transaction, expenses in connection with the initial Partnering Transaction or for working capital in the post-transaction company.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5-Commitments & Registration Rights The holders of the Founder Shares, Performance Shares, Forward Purchase Shares, Private Placement Warrants and private placement shares underlying Private Placement CAPS ™ ™ ™ ™ Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Partnering Transaction Advisory Engagement Letter In December 2020, the Company engaged Evercore as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to approximately $9.3 million. Pursuant to the terms of the capital markets advisory agreement, no fee will be due if the Company does not complete a Partnering Transaction. Anchor Investments The Anchor Investors purchased 2.4 million CAPS ™ ™ There can be no assurance that the Anchor Investors will retain any CAPS ™ ™

Derivative Warrant Liabilities

Derivative Warrant Liabilities	12 Months Ended
	Dec. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Derivative Warrant Liabilities	Note 6-Derivative As of December 31, 2021 and December 31, 2020, the Company has 4,140,000 Public Warrants and 61,400 Private Placement Warrants, outstanding. No fractional warrants will be issued upon separation of the CAPS ™ The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, excluding the Forward Purchase Shares, for capital raising purposes in connection with the Partnering Transaction at an issue price or effective issue price of less than $23.00 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Partnering Transaction on the date of the consummation of the Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the Partnering Transaction (such price, the “Market Value”) is below $23.00 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market Value and the Newly Issued Price, and the $45.00 redemption price trigger described below will be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable, • upon a minimum of 30 days’ prior written notice of redemption, • if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30-trading “30-day • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day 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. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7—Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and December 31, 2020, there were 16,805,600 shares of Class A common stock outstanding, 16,560,000 of which were subject to possible redemption As of December 31, 2021 and December 31, 2020, the Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,509,200 ) Offering costs allocated to Class A common stock subject to possible redemption (4,323,061 ) Plus: Accretion on Class A common stock subject to possible redemption amount 15,832,261 Class A common stock subject to possible redemption $ 414,000,000

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 8-Stockholders’ Class A Common Stock Class B Common Stock On the last day of each fiscal year following the completion of a Partnering Transaction (and, with respect to any year in which the Company has a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such fiscal year), 10,000 • If the price per share of Class A common stock has not exceeded $27.50 for 20 out of 30 consecutive trading days at any time following completion of the Partnering Transaction, the number of conversion shares for any fiscal year will be 1,000 shares of Class A common stock. • If the price per share of Class A common stock exceeded $27.50 for 20 out of any 30 consecutive trading days at any time following completion of the Partnering Transaction, then the number of conversion shares for any fiscal year will be the greater of: • 20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant “price threshold” (as defined below), multiplied by divided by • 1,000 shares of Class A common stock. • The increase in the price of the Company’s Class A common stock will be based on the annual VWAP for the relevant fiscal year. For purposes of the foregoing calculations, the “price threshold” will initially equal $25.00 for the first fiscal year following completion of the Partnering Transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year. For calculation purposes, the total number of shares of Class A common stock outstanding at the closing of the Partnering Transaction can be no smaller than 33,120,000 shares of Class A common stock and no greater than 66,240,000 shares of Class A common stock. Upon a change of control occurring after the Partnering Transaction (but not in connection with the Partnering Transaction), holders of the Performance Shares shall receive cash in the amount is the greater of: (a) the value of approximately 3.3 million shares of Class A common stock at the time of the announcement of the change of control or (b) $82.8 million. Such calculation shall decrease by 1/12 each year based on the number of days that have occurred during the fiscal year divided by 360. For so long as any shares of Class B common stock remain outstanding, including prior to the Partnering Transaction, in connection with the Partnering Transaction, or following the Partnering Transaction, the Company may not, without the prior vote or written consent of the holders of a majority of the Performance Shares then outstanding, voting separately as a single class, (A) amend, alter or repeal any provision the amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock, (B) change the Company’s fiscal year, (C) increase the number of directors on the board, (D) pay any dividends or effect any split on any of the Company’s capital stock or make any distributions of cash, securities or any other property, (E) adopt any stockholder rights plan, (F) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets, (G) issue any Class A shares in excess of 20% of the Company’s then outstanding Class A shares or that would otherwise require a stockholder vote pursuant to the rules of the stock exchange on which the Class A shares are then listed or (H) make a rights offering to all or substantially all of the holders of shares of Class B common stock or issue additional shares of Class B common stock. Class F Common Stock The Class F common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Partnering Transaction on a one-for-one as-converted as-converted shares), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction; provided that such conversion of Founder Shares into shares of Class A common stock will never occur on a less than one-for-one For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted. Preferred stock

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9-Fair The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 414,091,576 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,748,200 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 100,700 December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 414,001,166 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 16,228,800 Derivative warrant liabilities - Private placement warrants $ — $ — $ 252,350 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement during the quarter ended March 31, 2021 once the Public Warrants were separately listed and traded. There were no other transfers between levels of the hierarchy for the year ended December 31, 2021. Level 1 instruments include investments in mutual funds invested in U.S. government securities and Level 1 liabilities include derivative warrant liabilities – Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial fair value of the Public Warrants was calculated using an option pricing method and the fair value of the Private Placement Warrants was calculated using the Black- Scholes Option Pricing Model. Subsequently, the fair value of the Private Placement Warrants has been calculated using the Black-Scholes Option Pricing Model, and the fair value of the Public Warrants has been measured based on the listed market price of such warrants as a Level 1 measurement, since February 2021. For the year ended December 31, 2021, the Company recognized a gain to the statements of operations resulting from a decrease in the fair value of liabilities of approximately $9.6 million presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. For the period from September 11, 2020 (inception) through December 31, 2020, the Company recognized a loss to the statements of operations resulting from an increase in the fair value of liabilities of approximately $4.8 million presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, Exercise price $ 28.75 $ 28.75 Unit price $ 24.37 $ 25.13 Volatility 12.10 % 23.00 % Expected life of the options to convert 5.00 5.00 Risk-free rate 1.26 % 0.59 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities as of December 31, 2020 $ 16,481,150 Transfer of Public Warrants to Level 1 (8,942,400 ) Change in fair value of derivative warrant liabilities (7,438,050 ) Derivative warrant liabilities as of December 31, 2021 $ 100,700

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Income Taxes	Note 10-Income The Company’s general and administrative costs are generally considered start-up The income tax (benefit) provision consists of the following: For the Year Ended For the Period from Current Federal $ — $ — State — — Deferred Federal (211,136 ) (15,869 ) State — — Valuation allowance 211,136 15,869 Income tax provision $ — $ — The Company’s net deferred tax asset is summarized as follows: December 31, 2021 2020 Deferred tax assets: Start-up/Organization $ 201,784 $ 13,672 Net operating loss carryforwards 25,221 2,196 Total deferred tax assets 227,004 15,869 Valuation allowance (227,004 ) (15,869 ) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of a deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax asset and has therefore established a full valuation allowance. For the year ended December 31, 2021 and the period from September 11, 2020 (inception) through December 31, 2020, the valuation allowance increased by approximately $211,000 and approximately $16,000, respectively. As of December 31, 2021 and 2020, the Company had approximately $120,000 and approximately $10,000, respectively, of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year Ended For the Period from Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities -23.4 % -19.5 % Financing cost - derivative warrant liabilities 0.0 % -1.2 % Change in valuation allowance 2.4 % -0.3 % Income tax expense 0.0 % 0.0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11-Subsequent Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were available for issuance. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020.
Concentration of Credit Risk	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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs 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 consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Topic ASC 820, “Fair Value Measurements and Disclosures, equal or approximate the carrying amounts represented in the balance sheets. As of December 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock subject to possible redemption feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 16,560,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed 815-40. non-current
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB Topic ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock, and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 4,201,400 Class A common stock in the calculation of diluted income (loss) per common share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common share: For the Year Ended December 31, 2021 For The Period From September 11, 2020 Class A Class B Class F Class A Class B Class F Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 8,166,189 $ 58,310 $ 402,342 $ (3,834,844 ) $ (168,244 ) $ (1,160,881 ) Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 2,735,207 120,000 828,000 Basic and diluted net income (loss) per common share $ 0.49 $ 0.49 $ 0.49 $ (1.40 ) $ (1.40 ) $ (1.40 )
Recently Issued Accounting Standards	Recently Issued Accounting Standards The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.
Recent Adopted Accounting Standards	Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40):

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of basic and diluted net income (loss) per share of common stock	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common share: For the Year Ended December 31, 2021 For The Period From September 11, 2020 Class A Class B Class F Class A Class B Class F Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 8,166,189 $ 58,310 $ 402,342 $ (3,834,844 ) $ (168,244 ) $ (1,160,881 ) Denominator: Basic and diluted weighted average common shares outstanding 16,805,600 120,000 828,000 2,735,207 120,000 828,000 Basic and diluted net income (loss) per common share $ 0.49 $ 0.49 $ 0.49 $ (1.40 ) $ (1.40 ) $ (1.40 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Summary Of Class A Common Stock Subject To Possible Redemption	As of December 31, 2021 and December 31, 2020, the Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,509,200 ) Offering costs allocated to Class A common stock subject to possible redemption (4,323,061 ) Plus: Accretion on Class A common stock subject to possible redemption amount 15,832,261 Class A common stock subject to possible redemption $ 414,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Company's assets	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 414,091,576 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,748,200 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 100,700 December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 414,001,166 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 16,228,800 Derivative warrant liabilities - Private placement warrants $ — $ — $ 252,350
Summary of quantitative information	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, Exercise price $ 28.75 $ 28.75 Unit price $ 24.37 $ 25.13 Volatility 12.10 % 23.00 % Expected life of the options to convert 5.00 5.00 Risk-free rate 1.26 % 0.59 % Dividend yield 0.00 % 0.00 %
Summary of change in the fair value	The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities as of December 31, 2020 $ 16,481,150 Transfer of Public Warrants to Level 1 (8,942,400 ) Change in fair value of derivative warrant liabilities (7,438,050 ) Derivative warrant liabilities as of December 31, 2021 $ 100,700

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Income tax expense benefit provision for the period	The income tax (benefit) provision consists of the following: For the Year Ended For the Period from Current Federal $ — $ — State — — Deferred Federal (211,136 ) (15,869 ) State — — Valuation allowance 211,136 15,869 Income tax provision $ — $ —
Summary of Net Deferred Tax Asset	The Company’s net deferred tax asset is summarized as follows: December 31, 2021 2020 Deferred tax assets: Start-up/Organization $ 201,784 $ 13,672 Net operating loss carryforwards 25,221 2,196 Total deferred tax assets 227,004 15,869 Valuation allowance (227,004 ) (15,869 ) Deferred tax asset, net of allowance $ — $ —
Summary of Effective Income Tax Rate Reconciliation	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year Ended For the Period from Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities -23.4 % -19.5 % Financing cost - derivative warrant liabilities 0.0 % -1.2 % Change in valuation allowance 2.4 % -0.3 % Income tax expense 0.0 % 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($)	Dec. 16, 2020	Dec. 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Gross proceeds	$ 540,000
Proceeds from private placement	5,600,000		$ 6,140,000	$ 0
Percentage of net assets held in the Trust Account				80.00%
Assets held in trust	$ 414,000,000
Dissolution expenses				$ 100,000
Public shares, redeemable percentage				100.00%
Share Price				$ 23
Minimum networth necessary to carry out business cobination				$ 5,000,001
Cash held by company			1,336,674	470,895
Working capital				400,000
Proceeds from related party debt			$ 95,356	$ 0
Public Share [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share Price				$ 25
Note [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from related party debt				$ 148,000
Founder Shares [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Offering costs paid by sponsor				$ 25,000
Minimum [Member] | Trust Account [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of voting interests acquired				50.00%
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		14,400,000
Price per share		$ 25
Gross proceeds		$ 360,000,000
Offering cost		4,000,000
Net of reimbursement of offering costs		$ 350,000
Shares issued during period new issues		14,400,000
Share issued price per share		$ 25
Price per share		25
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	2,160,000
Offering cost	$ 540,000
Additional Gross proceeds	$ 54,000,000
Shares issued during period new issues	2,160,000		2,160,000
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during period new issues	224,000
Share issued price per share	$ 25
Additional Private Placement CAPS	21,600
Price per share	$ 25
IPO and Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Price per share		$ 25
Assets held in trust		$ 360,000,000
Over Allotment [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Assets held in trust	$ 54,000,000

Significant Accounting Polici_4

Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Allocation of net income (loss)	$ (5,163,969)	$ 8,626,842
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ (3,834,844)	$ 8,166,189
Denominator:
Basic and diluted weighted average common shares outstanding	2,735,207	16,805,600	16,805,600
Basic and diluted net income (loss) per common share	$ (1.40)	$ 0.49
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ (168,244)	$ 58,310
Denominator:
Basic and diluted weighted average common shares outstanding	120,000	120,000
Basic and diluted net income (loss) per common share	$ (1.40)	$ 0.49
Common Class F [Member]
Numerator:
Allocation of net income (loss)	$ (1,160,881)	$ 402,342
Denominator:
Basic and diluted weighted average common shares outstanding	828,000	828,000
Basic and diluted net income (loss) per common share	$ (1.40)	$ 0.49

Significant Accounting Polici_5

Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Cash with federal deposit insurance	$ 250,000
Term of restricted investments	185 days
Common Class A [Member]
Class of Warrant or Right [Line Items]
Temporary equity shares outstanding	16,560,000	16,560,000
Antidilutive securities excluded from computation of earnings per share, amount	4,201,400
Common Class A [Member] | Private Placement [Member]
Class of Warrant or Right [Line Items]
Business Combination Shares Acquisition	4,201,400
Public Warrant [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights issued during the period unit	4,140,000
Private Placement warrant [Member] | Over-Allotment Option [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights issued during the period unit	61,400

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Dec. 16, 2020	Dec. 15, 2020	Dec. 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Class A common stock, Sales price					$ 23
Common Class A [Member]
Class A common stock, Sales price					28.75
Common Class A [Member] | Public Warrant [Member]
Class A common stock, Sales price					$ 45
One share of Class A common stock					1
Over-Allotment Option [Member]
Over-allotment option, shares issued	2,160,000			2,160,000
Initial Public Offering, Proceeds	$ 54,000,000
Initial Public Offering, Offering cost	540,000
Over-allotment option, Offering cost in underwriting fee	540,000
Day option granted					45 days
Underwriter fee payable	$ 540,000
IPO [Member]
Over-allotment option, shares issued			14,400,000
Initial Public Offering, Issue price per share			$ 25
Initial Public Offering, Proceeds			$ 360,000,000
Initial Public Offering, Offering cost			4,000,000
Initial Public Offering, Reimbursement of Offering cost from underwriter		$ 350,000	$ 350,000
Underwriting discount, Per share			$ 0.25
Underwriting discount, Value			$ 3,600,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	Dec. 16, 2020USD ($)$ / sharesshares	Dec. 14, 2020USD ($)$ / sharesshares	Dec. 11, 2020shares	Sep. 14, 2020USD ($)shares	Dec. 31, 2020USD ($)shares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)shares
Related Party Transaction [Line Items]
Common stock outstanding, Percentage						20.00%
Number of days Founder Shares locked in						180 days
Private Placement, Proceeds from issue	$ 5,600,000				$ 6,140,000	$ 0
Class A common stock, Sales price | $ / shares						$ 23
Accrued expenses					186,500	$ 74,510	$ 186,500
Related Party Transaction Due From To Related Party					147,606	0
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Unsecured promissory note, Amount borrowed					0	0	0
Working Capital Loans, Convertible amount						$ 1,500,000
Working Capital Loans, Conversion price | $ / shares						$ 25
Working Capital Loans, Outstanding amount					$ 0	$ 0	0
Agreement Service Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expenses incured						240,000
Related Party Transaction Due From To Related Party						$ 0	$ 0
IPO [Member]
Related Party Transaction [Line Items]
Shares issued during period new issues | shares		14,400,000
Founder shares, proceeds from issuance		$ 360,000,000
Performance Shares, Proceeds from issuance		$ 360,000,000
Share issued price per share | $ / shares		$ 25
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares issued during period new issues | shares	2,160,000				2,160,000
Founder shares, proceeds from issuance	$ 54,000,000
Performance Shares, Proceeds from issuance	$ 54,000,000
Common Class F [Member]
Related Party Transaction [Line Items]
Forward stock split effected			1.2
Class F common stock, Shares outstanding | shares					828,000	828,000	828,000
Common Class F [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Class F common stock, Shares outstanding | shares			828,000
Common Class F [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Class F common stock, Shares outstanding | shares			690,000
Common Class A [Member]
Related Party Transaction [Line Items]
Class F common stock, Shares outstanding | shares					245,600	245,600	245,600
Number of years Class A common stock locked in						3 years
Class A common stock, Sales price | $ / shares						$ 28.75
Private Placement and Class A common stock lock in period						30 days
Common Class A [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Class F common stock, Shares outstanding | shares						66,240,000
Common Class A [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Class F common stock, Shares outstanding | shares						33,120,000
Common Class B [Member]
Related Party Transaction [Line Items]
Class F common stock, Shares outstanding | shares					120,000	120,000	120,000
Sponsor [Member] | Commercial Paper [Member]
Related Party Transaction [Line Items]
Unsecured promissory note, Face amount				$ 300,000
Unsecured promissory note, Amount borrowed		$ 148,000
Working Capital Loans, Outstanding amount		$ 148,000
Sponsor [Member] | IPO [Member] | Private Placement warrant [Member]
Related Party Transaction [Line Items]
Private Placement, Issued | shares						224,000
Private Placement, Issued price per share | $ / shares						$ 25
Private Placement, Proceeds from issue						$ 5,600,000
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement warrant [Member]
Related Party Transaction [Line Items]
Private Placement, Issued | shares	21,600
Private Placement, Issued price per share | $ / shares	$ 25
Private Placement, Proceeds from issue	$ 540,000
Sponsor [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Shares issued during period new issues | shares				690,000
Founder shares, proceeds from issuance				$ 6,250
Performance Shares, Proceeds from issuance				$ 6,250
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Shares issued during period new issues | shares				120,000
Founder shares, proceeds from issuance				$ 18,750
Performance Shares, Proceeds from issuance				$ 18,750
Affiliate Of The Sponsor [Member]
Related Party Transaction [Line Items]
Expenses paid to Sponsor						$ 20,000
Accrued expenses					$ 14,194		$ 14,194
Anchor Investors [Member]
Related Party Transaction [Line Items]
Shares issued during period new issues | shares						2,400,000
Anchor Investors [Member] | Common Class A [Member] | Forward Purchase Agreements [Member]
Related Party Transaction [Line Items]
Stock issued, Value						$ 75,000,000
Share issued price per share | $ / shares						$ 25

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 14, 2020	Dec. 31, 2021
IPO [Member]
Over-allotment option, shares issued	14,400,000
Share issued price per share	$ 25
Consulting fee percentage out of gross proceeds of initial public offering		2.25%
Consulting fee payable		$ 9.3
Anchor Investors [Member]
Over-allotment option, shares issued		2,400,000
Performance Shares [Member]
Over-allotment option, shares issued		10,800
Share issued price per share		$ 0.16

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Price	$ 23
Warrants expiration, terms	5 years
Proceeds from issuances to percentage of equity proceeds	60.00%
Number of days determining warrants exercise price	20 days
Warrants, exercise price percentage	180.00%
Redemption Price Trigger [Member]
Share Price	$ 45
Warrant [Member]
Warrants, exercise price percentage	110.00%
Public Warrant [Member]
Class of warrant or right, outstanding	4,140,000	4,140,000
Public warrants, redemption price per warrant	$ 0.01
Minimum number of days for prior Notice of redemption	30 days
Number of consecutive trading days before notice of redemption to be sent	20 days
Number of trading days before notice of redemption to be sent	30 days
Effective days of registration statement determining warrant to be redeemed	30 days
Private Warrant [Member]
Class of warrant or right, outstanding	61,400	61,400
Common Class A [Member]
Share Price	$ 28.75
Shares lock in period	30 days
Common Class A [Member] | Public Warrant [Member]
Share Price	$ 45

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Summary of Class A common stock subject to possible redemption (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity Disclosure [Abstract]
Gross proceeds	$ 414,000,000	$ 414,000,000
Fair value of Public Warrants at issuance	(11,509,200)	(11,509,200)
Offering costs allocated to Class A common stock subject to possible redemption	(4,323,061)	(4,323,061)
Accretion on Class A common stock subject to possible redemption amount	15,832,261	15,832,261
Class A common stock subject to possible redemption	$ 414,000,000	$ 414,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Common stock shares authorized	380,000,000	380,000,000	380,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Weighted average shares outstanding	2,735,207	16,805,600	16,805,600
Temporary equity shares outstanding	16,560,000	16,560,000	16,560,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 11, 2020
Preferred stock,Shares authorized	1,000,000	1,000,000
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock,Shares issued	0	0
Preferred stock,Shares outstanding	0	0
Common stock, Shares	10,000
Share Price	$ 23
Percentage increase in the price of one Class A share	20.00%
Threshold price	$ 25
Proceeds to holders of the Performance Shares	$ 82.8
Conversion basis	one-for-one basis
Share Price Not Exceed 27.50 USD [Member]
Number of consecutive trading days determining conversion of shares	20 days
Number of trading days determining conversion of shares	30 days
Share Price Exceeds 27.50 USD [Member]
Number of consecutive trading days determining conversion of shares	20 days
Number of trading days determining conversion of shares	30 days
Minimum [Member]
Acquisition of business with assets, Percentage of purchase price	10.00%
Common Class A [Member]
Common stock shares authorized	380,000,000	380,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	245,600	245,600
Common stock shares outstanding	245,600	245,600
Common stock subject to possible redemption, shares	16,560,000	16,560,000
Common stock, Shares	1,000
Share Price	$ 28.75
Proceeds to holders of the Performance Shares	$ 3.3
Outstanding percentage	20.00%
Class A converted common shares, Outstanding percentage	5.00%
Common Class A [Member] | Share Price Not Exceed 27.50 USD [Member]
Share Price	$ 27.50
Common Class A [Member] | Share Price Exceeds 27.50 USD [Member]
Share Price	$ 27.50
Common Class A [Member] | Minimum [Member]
Common stock shares outstanding	33,120,000
Common Class A [Member] | Maximum [Member]
Common stock shares outstanding	66,240,000
Common Class B [Member]
Common stock shares authorized	1,000,000	1,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	120,000	120,000
Common stock shares outstanding	120,000	120,000
Common Class F [Member]
Common stock shares authorized	50,000,000	50,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	828,000	828,000
Common stock shares outstanding	828,000	828,000
Common Class F [Member] | Minimum [Member]
Common stock shares outstanding			690,000
Common Class F [Member] | Maximum [Member]
Common stock shares outstanding			828,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Company's Assets (Detail) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	$ 414,091,576	$ 414,001,166
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	6,748,200
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	16,228,800
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 100,700	$ 252,350

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Change in fair value of derivative warrant liabilities	$ 4,797,570	$ (9,632,250)
Historical rate	0.00%
Gain or loss in fair value liability	$ 4,800,000

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Quantitative Information (Detail)	Dec. 31, 2021yr	Dec. 31, 2020yr
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	28.75	28.75
Unit price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	24.37	25.13
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	12.10	23
Expected life of the options to convert [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	5	5
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.26	0.59
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value (Detail) - Derivative Financial Instruments, Liabilities [Member] - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities, beginning balance	$ 16,481,150
Change in fair value of derivative warrant liabilities	(7,438,050)
Derivative warrant liabilities, ending balance	100,700
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfer of Public Warrants to Level 1	$ (8,942,400)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Unrecognized Tax Benefits	$ 0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0	0
Increase in valuation allowance	16,000	211,000
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
net operating loss carryovers	$ 10,000	$ 120,000

Income Taxes - Summary Of Incom

Income Taxes - Summary Of Income Tax Net Deferred Tax Asset (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Start-up/Organization costs	$ 201,784	$ 13,672
Net operating loss carryforwards	25,221	2,196
Total deferred tax assets	227,004	15,869
Valuation allowance	(227,004)	(15,869)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Taxes - Summary of Inc_2

Income Taxes - Summary of Income Tax Expense Benefit Provision (Details) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Current
Federal	$ 0	$ 0
State	0	0
Deferred
Federal	(15,869)	(211,136)
State	0	0
Valuation allowance	15,869	211,136
Income tax provision	$ 0	$ 0

Income Taxes - Statutory Federa

Income Taxes - Statutory Federal Income Tax Rate (Benefit) (Detail)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Change in fair value of derivative warrant liabilities	(19.50%)	(23.40%)
Financing cost - derivative warrant liabilities	(1.20%)	0.00%
Change in valuation allowance	(0.30%)	2.40%
Income tax expense	0.00%	0.00%