Mason Industrial Technology (MIT) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 18, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	MASON INDUSTRIAL TECHNOLOGY, INC.
Entity Central Index Key	0001826058
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	NY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity File Number	001-39955
Entity Tax Identification Number	85-2856616
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	771-1200
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 503,500,000
ICFR Auditor Attestation Flag	false
Entity Voluntary Filers	No
Auditor Name	Marcum LLP
Auditor Location	Hartford, CT
Auditor Firm ID	688
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MIT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		50,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,500,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock
Trading Symbol	MIT.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	MIT.W
Security Exchange Name	NYSE

Balance Sheets

Balance Sheets - USD ($)		Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash		$ 975,393	$ 167,224
Prepaid expenses		522,200
Total current assets		1,497,593	167,224
NONCURRENT ASSETS
Cash held in trust account		500,029,521
Other assets		43,517
Derivative forward purchase agreement		102,643
Deferred offering costs			274,442
Total noncurrent assets		500,175,681	274,442
TOTAL ASSETS		501,673,274	441,666
CURRENT LIABILTIES
Accounts payable and accrued liabilities		206,424	75,000
Accrued deferred offering costs			125,000
Franchise tax payable		186,031
Note payable – related party			300,000
Total current liabilities		392,455	500,000
LONG-TERM LIABILTIES
Deferred underwriting commissions		17,500,000
Derivative liabilities		16,816,800
Total liabilities		34,709,255	500,000
Commitments and Contingencies
Class A common stock subject to possible redemption; 50,000,000 and 0 shares as of December 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share		500,000,000
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
Additional paid-in capital			23,706
Accumulated deficit		(33,037,231)	(83,334)
Total Stockholders' Deficit		(33,035,981)	(58,334)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT		501,673,274	441,666
Common Class A [Member]
LONG-TERM LIABILTIES
Class A common stock subject to possible redemption; 50,000,000 and 0 shares as of December 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share		500,000,000
STOCKHOLDERS' DEFICIT
Common stock		0
Common Class B [Member]
STOCKHOLDERS' DEFICIT
Common stock	[1]	$ 1,250	$ 1,294
[1]	As of December 31, 2020, this number includes up to 1,687,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included as of December 31, 2021.

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Weighted average number of shares common stock subject to repurchase or cancellation			1,687,500
Common Class A [Member]
Temporary equity, shares outstanding		50,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000	400,000,000
Common stock, shares issued	0	0	0
Common stock, shares outstanding	0	0	0
Common Class A [Member] | Shares Subject To Possible Redemption [Member]
Temporary equity, shares outstanding	0	50,000,000	0
Temporary equity, redemption price per share	$ 10	$ 10	$ 10
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, shares issued	12,937,500	12,500,000	12,937,500
Common stock, shares outstanding	12,937,500	12,500,000	12,937,500
Shares issued, shares, share-based payment arrangement, forfeited			1,687,500
Common Class B [Member] | Over-Allotment Option [Member]
Weighted average number of shares common stock subject to repurchase or cancellation	1,687,500		1,687,500
Shares issued, shares, share-based payment arrangement, forfeited	1,687,500	1,687,500
Shares no longer subject to forfeiture		1,250,000

Statements Of Operations

Statements Of Operations - USD ($)		4 Months Ended	12 Months Ended
		Dec. 31, 2020	Dec. 31, 2021
OPERATING EXPENSES
General and administrative expenses		$ 83,334	$ 1,423,720
Franchise tax expense		0	186,031
Total operating expenses		83,334	1,609,751
OTHER INCOME (EXPENSE)
Interest income on marketable securities held in Trust Account		0	29,521
Underwriting discounts and offering costs attributed to derivative liabilities		0	(1,321,353)
Change in fair value of derivative liabilities		0	20,102,701
Change in fair value of derivative forward purchase agreement		0	430,057
Total other income		0	19,240,926
INCOME (LOSS) BEFORE INCOME TAX		(83,334)	17,631,175
Income tax expense (benefit)		0	0
NET INCOME (LOSS)		$ (83,334)	17,631,175
Basic and diluted net income (loss) per share		$ (0.01)
Common Class A [Member]
OTHER INCOME (EXPENSE)
NET INCOME (LOSS)		$ 0	$ 13,830,979
Basic and diluted weighted average shares outstanding	[1]	0	45,616,438
Basic and diluted net income (loss) per share		$ 0	$ 0.30
Common Class B [Member]
OTHER INCOME (EXPENSE)
NET INCOME (LOSS)		$ (83,334)	$ 3,800,196
Basic and diluted weighted average shares outstanding	[1]	11,250,000	12,533,562
Basic and diluted net income (loss) per share		$ (0.01)	$ 0.30
[1]	The weighted average shares outstanding for the period from August 31, 2020 (inception) through December 31, 2020 excludes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021.

Statements Of Operations (Paren

Statements Of Operations (Parenthetical) - shares	Jan. 29, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Weighted average number of shares common stock subject to repurchase or cancellation				1,687,500
Common Class B [Member]
Shares issued, shares, share-based payment arrangement, forfeited				1,687,500
Over-Allotment Option [Member] | Founder Shares [Member]
Shares issued, shares, share-based payment arrangement, forfeited	437,500
Over-Allotment Option [Member] | Common Class B [Member]
Weighted average number of shares common stock subject to repurchase or cancellation	0	1,687,500		1,687,500
Shares issued, shares, share-based payment arrangement, forfeited		1,687,500	1,687,500
Shares no longer subject to forfeiture			1,250,000

Statements Of Changes In Stockh

Statements Of Changes In Stockholders' Deficit - USD ($)		Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class B Common Stock [Member]	Class B Common Stock [Member]Common Stock [Member]
Beginning Balance , Shares at Aug. 30, 2020						0
Beginning Balance at Aug. 30, 2020		$ 0	$ 0	$ 0		$ 0
Issuance of Class B stock to Sponsor, Shares	[1]					12,937,500
Issuance of Class B stock to Sponsor	[1]	25,000	23,706			$ 1,294
Net income (loss)		(83,334)		(83,334)	$ (83,334)
Ending Balance , Shares at Dec. 31, 2020						12,937,500
Ending Balance at Dec. 31, 2020		(58,334)	23,706	(83,334)		$ 1,294
Forfeiture of Founder Shares, Shares	[2]					(437,500)
Forfeiture of Founder Shares	[2]		44			$ (44)
Initial classification of derivative forward purchase agreement		(327,414)	(327,414)
Net income (loss)		17,631,175		17,631,175	$ 3,800,196
Remeasurement of Class A common stock subject to possible redemption		(50,281,408)	303,664	(50,585,072)
Ending Balance , Shares at Dec. 31, 2021						12,500,000
Ending Balance at Dec. 31, 2021		$ (33,035,981)	$ 0	$ (33,037,231)		$ 1,250
[1]	This number includes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.
[2]	On January 29, 2021 the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters election to partially exercise their overallotment option.

Statements Of Changes In Stoc_2

Statements Of Changes In Stockholders' Deficit (Parenthetical) - shares	Jan. 29, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Common Class B [Member]
Common stock subject to forfeiture				1,687,500
Shares issued, shares, share-based payment arrangement, forfeited				1,687,500
Over-Allotment Option [Member] | Founder Shares [Member]
Common stock subject to forfeiture	437,500
Shares issued, shares, share-based payment arrangement, forfeited	437,500
Over-Allotment Option [Member] | Common Class B [Member]
Common stock subject to forfeiture		1,687,500	1,687,500
Shares issued, shares, share-based payment arrangement, forfeited		1,687,500	1,687,500

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)	$ (83,334)	$ 17,631,175
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash held in Trust Account		(29,521)
Underwriting discounts and offering costs attributed to warrant liability		1,321,353
Change in fair value of derivative liabilities	0	(20,102,701)
Change in fair value of derivative forward purchase agreement		(430,057)
Changes in operating assets and liabilities:
Prepaid expenses		(522,200)
Accounts payable and accrued expenses	75,000	131,424
Other assets		(43,517)
Franchise tax payable		186,031
Net cash used in operating activities	(8,334)	(1,858,013)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account		(500,000,000)
Net cash used in investing activities		(500,000,000)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid		489,746,182
Proceeds from sale of Private Placement Warrants		13,220,000
Proceeds from sale of Class B common stock	25,000
Repayment of note payable – related party		(300,000)
Proceeds from issuance of note payable – related party	300,000
Payment of offering costs	(149,442)	0
Net cash provided by financing activities	175,558	502,666,182
NET CHANGE IN CASH	167,224	808,169
CASH, BEGINNING OF PERIOD		167,224
CASH, END OF PERIOD	167,224	975,393
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
Initial classification of derivative liabilities		36,919,501
Initial classification of derivative forward purchase agreement		(327,414)
Initial classification value of common stock subject to possible redemption		500,000,000
Remeasurement of Class A common stock subject to possible redemption		50,281,408
Deferred underwriting fees charged to additional paid in capital		17,500,000
Deferred offering costs included in accrued deferred offering costs	$ 125,000	$ 0

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and Operations Mason Industrial Technology, Inc. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021, relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating Corporate Organization and Initial Public Offering The Company was incorporated in Delaware on August 31, 2020. The Company’s sponsor is Mason Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). On February 2, 2021, the Company consummated its IPO of 50,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $500.0 million of gross proceeds. Of the 50,000,000 units issued, 45,000,000 Units were included in the Company’s initial offering, and 5,000,000 Units resulted from the underwriter partially exercising its over- allotment option. The net proceeds of the IPO were $472.1 million, after deducting expenses and underwriting discounts and commissions of approximately $27.9 million, which includes $17.5 million in deferred underwriting commissions (see Note 9, Commitments and Contingencies Public Warrants Each Unit consists of one share of Class A common stock and one-third of the 20-trading-day No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 8,813,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $13.2 million (see Note 6, Related Party Transactions Forward Purchase Agreement Simultaneously with the closing of the IPO, the Company entered into a Forward Purchase Agreement (the “FPA”) with the Sponsor, pursuant to which the Sponsor committed that it will purchase up to 8,000,000 forward purchase units (the “FPA Units”), consisting of one share of Class A common stock (the “FPA Share”) and one-third of Related Party Transactions the IPO Transaction Costs Transaction costs amounted to $27.9 million, consisting of $10.0 million of underwriting fees, $17.5 million of deferred underwriting commissions, and $0.4 million of other offering costs. The Trust Account Following the closing of the IPO on February 2, 2021, $500.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds held in the Trust Account are invested in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Initial Business Combination within 24 months from the closing of the IPO but has not completed the Initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-Initial Business Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (Note 3, Fair Value Measurements Separate Trading of Class A common shares and Public Warrants On March 18, 2021, the Company announced that, commencing March 22, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “MIT.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “MIT” and “MIT.W,” respectively. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Capital Resources As of December 31, 2021, the Company had $975,393 in cash not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements include the financial statements of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates In the course of preparing the financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these financial statements include, among other things, (1) the measurement of derivative liabilities, (2) the measurement of the derivative forward purchase agreement and (3) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. Emerging Growth Company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which the Company’s total annual gross revenue is at lea st $ billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $ million as of the prior June th and (ii) the date on which the Company has issued more than $ billion in non-convertible debt securities during the prior three-year period. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash held in Trust Account At December 31, 2021 and 2020, the Company had $500.0 million and $0 in cash held in the Trust Account that were held in U.S. Treasury Bills, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the Financial Accounting Standards Board (“FASB”), that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Derivative liabilities and forward purchase agreement The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity Derivatives and hedging The Company evaluated the Public Warrants, the Private Placement Warrants, Over-allotment option, and the FPA (which are discussed in Note 3, Fair Value Measurements Stockholders’ Deficit Related Party Transactions ASC 815-40, Contracts in an entity’s own equity 815-40”), and Fair Value Measurement Fair Value Measurements, Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, Debt with conversion and other options 470-20”), Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 50,000,000 paid-in Franchise Tax Obligation As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of December 31, 2021 and 2020, the Company has recorded franchise taxes payable of $186,031 and $0 respectively. The Company remits these obligations to Delaware annually. Income Taxes Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating losses, interest expense and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Unrecognized tax benefits represent potential future tax obligations for uncertain tax positions taken on previously filed tax returns that may not ultimately be sustained. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company classifies all deferred tax assets and liabilities as noncurrent. The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. The Company periodically assesses the realizability of its deferred tax assets by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available positive and negative evidence when determining whether a valuation allowance is required. In making this assessment, the Company evaluates possible sources of taxable income that may be available to realize the deferred tax assets, including projected future taxable income, the reversal of existing temporary differences available and tax planning strategies. Deferred tax assets are then reduced by a valuation allowance if the Company believes it is more likely than not such deferred tax assets will not be realized. Net Income (Loss) Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 25,480,001 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. Recently issued accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt (Subtopic 470-20) and (Subtopic 815-40): (“ASU 2020-06”), The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 3 — FAIR VALUE MEASUREMENTS Financial Assets and Liabilities Measured on a Recurring Basis Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, the derivative forward purchase agreement, and derivative liabilities. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at December 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 500,029,521 $ — $ — Derivative forward purchase agreements (2) $ — $ — $ 102,643 Liabilities: Derivative liabilities — Public Warrants (3) $ 11,000,000 $ — $ — Derivative liabilities — Private Placement Warrants (4) $ — $ — $ 5,816,800 (1) The fair value of investments in Trust Account based on quoted market price. (2) The fair value of derivative forward purchase agreement was based on the forward price formula. (3) The fair value of derivative liabilities – Public Warrants based on quoted market price for MIT.W as of the reporting date. (4) The fair value of derivative liabilities – Private Placement Warrants was based on a modified Black-Scholes model. Investments held in Trust Account . 2021 Bills Derivative liabilities . ASC 815-40 and derivative liabilities in the statements of operations. Initial Measurement The estimated fair value of the Public Warrants and the Private Warrants on February 2, 2021 was estimated using a Binomial Lattice and modified Black-Scholes valuation model, respectively. At their initial measurement, the Warrants were classified as Level 3 inputs due to the use of unobservable inputs. The following table presents information and assumptions used to determine the estimated fair values of the Warrants at the initial measurement date using the pricing models: February 2, 2021 (Initial Measurement) Strike price $ 11.50 Term (in years) 5.2 Risk-free rate 0.7 % Volatility 25.5 % Dividend Yield 0.0 % Fair value of Public Warrants $ 1.41 Fair value of Private Placement Warrants $ 1.50 Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MIT.W. The fair value of the Private Warrants continues to be estimated using a modified Black-Scholes valuation model and is classified as Level 3 due to the use of unobservable inputs. The following table presents information and assumptions used in the modified Black-Scholes valuation model to determine the estimated fair value of the Private Placement Warrants as of December 31, 2021: December 31, Strike price $ 11.50 Term (in years) 5.2 Risk-free rate 1.3 % Volatility 11.6 % Dividend yield 0.0 % Fair value of Private Placement Warrants $ 0.66 The following contains additional information regarding inputs used in the pricing models: • Term – the expected life of the warrants was assumed to be equivalent of their remaining contractual term. • Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the warrants. • Volatility – the Company estimated the volatility of its common stock warrants based on the implied volatility of the Company’s own publicly traded warrants. • Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of private placement warrants. Over-allotment option. ASC-480 Initial Measurement The estimated fair value of the over-allotment option on February 2, 2021 was estimated using a modified Black-Scholes valuation model valuation model, respectively. At the initial measurement, the over-allotment option was classified as Level 3 inputs due to the use of unobservable inputs. The following table presents information and assumptions used to determine the estimated fair values of the over-allotment option at the initial measurement date using the pricing model: February 2, 2021 Stock price $ 10.00 Exercise price $ 10.00 Term (years) 0.12 Risk free rate 0.1 % Volatility 8.2 % Dividend Yield 0.0 % Fair value of over-allotment option $ 0.11 The following contains additional information regarding inputs used in the pricing models: • Stock price – the stock price was assumed to be equivalent to the offering price. • Exercise price – the exercise price was assumed to be the price the underwriters would pay to purchase additional units from the Company. • Term – the expected life of the Over-allotment options was assumed to be equivalent of their remaining contractual term. • Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the warrants. • Volatility – the Company estimated the volatility of its common stock warrants based on the implied volatility of the Company’s own publicly traded warrants. • Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends. The change in fair value of the derivative liabilities through December 31, 2021 is as follows: Public Warrants Private Warrants Over-allotment Total Derivative Derivative warrant liabilities at $ — $ — $ — $ — Issuance of Public and Private Warrants 23,500,000 13,220,001 — 36,720,001 Issuance of over-allotment option 769,500 769,500 Partial exercise of over-allotment option (570,000 ) (570,000 ) Change in fair value of derivative (12,500,000 ) (7,403,201 ) (199,500 ) (20,102,701 ) Derivative liabilities at December 31, $ 11,000,000 $ 5,816,800 $ — $ 16,816,800 (1) During the 1 st (2) On February 2, 2021, the IPO date, the over-allotment option was partially exercised for the purchase of 5,000,000 units and the option to purchase 1,750,000 additional units subsequently expired. Derivative forward purchase agreement ASC 815-40 The FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $80.0 million, pursuant to the FPA, is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA were based on the public trading price of one Class A Common Share and the value of one-third of one Private Placement Warrant. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. T h FPA Asset Derivative forward purchase agreement at December 31, 2020 $ — Executed forward purchase agreement in connection with IPO (327,414 ) Change in fair value of the derivative forward purchase agreement 430,057 Derivative forward purchase agreement at December 31, 2021 $ 102,643 Fair Value of Other Financial Instruments The carrying value of cash, accounts payable and accrued expenses are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	NOTE 4 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock a If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. In addition, 50,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to the requirements of law. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price Description of Organization and Business Operations Class B Common Stock amounts have been retroactively adjusted to reflect the January 28, 2021 stock dividend of 0.125 shares, described in Note 6, Related Party Transactions Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period. Warrant Liabilities of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The company may redeem the Public Warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • at any time during the exercise period; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading • 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. In addition, the Company may call the Public Warrants for redemption: • in whole and not in part; • at $0.10 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Company’s Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders; and As of December 31, 2021 and 2020, the Company had 16,666,667 and 0 public warrants outstanding, respectively. The be non-redeemable so Private If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees and if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of December 31, 2021 and 2020, the Company had 8,813,334 and 0 private placement warrants outstanding, respectively.

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 5 — 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. As of December 31, 2021, there were 50,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. There was no Class A common stock outstanding as of December 31, 2020. As of December 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 500,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock (26,781,408 ) Proceeds allocated to Public Warrants at issuance (23,500,000 ) Plus: Remeasurement to Class A common stock subject to possible redemption 50,281,408 Class A common stock subject to possible redemption $ 500,000,000

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor purchased 11,500,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.002 per share. The Sponsor has agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On January 28, 2021, the Company effected a stock dividend of 0.125 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 12,937,500 Founder Shares (up to 1,687,500 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised), representing an adjusted purchase price of approximately $0.002 per share. The financial statement has been retroactively restated to reflect the stock dividend. In January 28, 2021, our sponsor transferred 84,375 founder shares to Edward A. Rose III and 56,250 founder shares to each of James L. Bauman, Diane M. Parisi, William B. Plummer and Philip B. Whitehead, at the original per share purchase price. On January 29, 2021, the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters’ election to partially exercise their over- allotment option. The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day The sale or allocation of the Founder Shares to the Company’s director and officers, as described above, is within the scope of FASB ASC Topic 718, Compensation-Stock Compensation The estimated fair value of the Founder Shares granted to the Company’s director nominees, based on a Black-Scholes Option Pricing Model valuation, was approximately $2.2 million, or $7.23 per share. The Founder Shares were effectively sold subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that the consummation of a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Private Placement As described in Note 1, Description of Organization and Business Operations The Private Placement Warrants are non-redeemable Business Forward Purchase Agreement As described in Note 1, Description of Organization and Business Operations and one-third into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The proceeds from the sale of the FPA Units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the initial Business Combination, will be used to satisfy the cash requirements of the initial Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Sponsor may purchase less than 8,000,000 FPA Units. In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The FPA Shares will be identical to the shares of Class A common stock included in the units being sold in the IPO , except that they will be subject to transfer restrictions and registration rights. The FPA Warrants will have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted assignees and transferees. Related Party Loan The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 7 — INCOME TAXES The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The components of the Company’s provision for income taxes are as follows: August 31, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Current income tax expense: Federal $ — $ — State — — — — Deferred income tax expense: Federal $ (331,164 ) (17,500 ) State — — (331,164 ) (17,500 ) Change in valuation allowance 331,164 17,500 Income tax provision $ — $ — A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative liabilities (24.0 )% 0.0 % Change in fair value of FPA (0.5 )% 0.0 % Transaction costs related to warrants 1.6 % 0.0 % Meals and entertainment 0.0 % 0.0 % Return to provision adjustment (0.1 )% 0.0 % Change in valuation allowance 2.0 % (21.0 )% Income tax provision 0.0 % 0.0 % The components of the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 32,874 $ — Organizational/Start-up 298,296 17,500 Total deferred tax asset 331,170 17,500 Valuation allowance (331,170 ) (17,500 ) Deferred tax asset, net of allowance $ — $ — As of December 31, 2021 and 2020, the Company had Federal U.S. net operating losses of and $30, respectively, which are limited to 80% of taxable income per year and will not expire. If a business combination is consummated, these net operating losses will be limited by a Section 382 limitation given there will have been a change in control at the Company. Deferred tax assets are reduced by a valuation allowance if the Company believes it is more likely than not such deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2021 and 2020, the change in the valuation allowance was $331,164 and $17,500, respectively. The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations. That Company gives financial statement recognition to those tax provisions that it believes are more likely than not to be sustained upon examination by the Internal Revenue Service or other government agency. As of December 31, 2021 the Company did not have any accrued liability for unrecognized tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next months. At December , provisions for interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and the state of New York, and the Company is subject to examination by the various taxing authorities. There are currently no federal or state income tax examinations underway. The Company’s tax returns for 2020 remain open to examination by the taxing authorities.

Net Income (Loss) Per Common Sh

Net Income (Loss) Per Common Share	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Net Income (Loss) Per Common Share	NOTE 8 — NET INCOME (LOSS) PER COMMON SHARE The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 25,480,001 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income per common share for the periods presented. Reconciliation of Net Income (Loss) per Common Share The following table reflects the calculation of basic and diluted net income (loss) per common share: August 31, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 13,830,979 $ 3,800,196 $ — $ (83,334 ) Denominator Weighted-average shares outstanding (1) 45,616,438 12,533,562 — 11,250,000 Basic and diluted net income (loss) per share $ 0.30 $ 0.30 $ — $ (0.01 ) (1) The weighted average shares outstanding for the period from August 31, 2020 (inception) through December 31, 2020 excludes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 9 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement, dated January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $10.0 million, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $17.5 million has been recorded as Deferred Underwriting Commissions on the balance sheets as of December 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events that required disclosure in these financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements include the financial statements of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates	Use of Estimates In the course of preparing the financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these financial statements include, among other things, (1) the measurement of derivative liabilities, (2) the measurement of the derivative forward purchase agreement and (3) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which the Company’s total annual gross revenue is at lea st $ billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $ million as of the prior June th and (ii) the date on which the Company has issued more than $ billion in non-convertible debt securities during the prior three-year period.
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 did not have any cash equivalents as of December 31, 2021 and 2020.
Cash held in Trust Account	Cash held in Trust Account At December 31, 2021 and 2020, the Company had $500.0 million and $0 in cash held in the Trust Account that were held in U.S. Treasury Bills, respectively.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management.
Fair Value Measurements	Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the Financial Accounting Standards Board (“FASB”), that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
Derivative liabilities and forward purchase agreement	Derivative liabilities and forward purchase agreement The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity Derivatives and hedging The Company evaluated the Public Warrants, the Private Placement Warrants, Over-allotment option, and the FPA (which are discussed in Note 3, Fair Value Measurements Stockholders’ Deficit Related Party Transactions ASC 815-40, Contracts in an entity’s own equity 815-40”), and Fair Value Measurement Fair Value Measurements,
Allocation of Issuance costs	Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, Debt with conversion and other options 470-20”), Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities
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 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 50,000,000 paid-in
Franchise Tax Obligation	Franchise Tax Obligation As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of December 31, 2021 and 2020, the Company has recorded franchise taxes payable of $186,031 and $0 respectively. The Company remits these obligations to Delaware annually.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating losses, interest expense and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Unrecognized tax benefits represent potential future tax obligations for uncertain tax positions taken on previously filed tax returns that may not ultimately be sustained. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company classifies all deferred tax assets and liabilities as noncurrent. The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. The Company periodically assesses the realizability of its deferred tax assets by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available positive and negative evidence when determining whether a valuation allowance is required. In making this assessment, the Company evaluates possible sources of taxable income that may be available to realize the deferred tax assets, including projected future taxable income, the reversal of existing temporary differences available and tax planning strategies. Deferred tax assets are then reduced by a valuation allowance if the Company believes it is more likely than not such deferred tax assets will not be realized.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income (loss), on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two-class
Recently issued accounting standards	Recently issued accounting standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt (Subtopic 470-20) and (Subtopic 815-40): (“ASU 2020-06”), The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of the company's financial assets that are measured at fair value on a recurring basis	The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at December 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 500,029,521 $ — $ — Derivative forward purchase agreements (2) $ — $ — $ 102,643 Liabilities: Derivative liabilities — Public Warrants (3) $ 11,000,000 $ — $ — Derivative liabilities — Private Placement Warrants (4) $ — $ — $ 5,816,800 (1) The fair value of investments in Trust Account based on quoted market price. (2) The fair value of derivative forward purchase agreement was based on the forward price formula. (3) The fair value of derivative liabilities – Public Warrants based on quoted market price for MIT.W as of the reporting date. (4) The fair value of derivative liabilities – Private Placement Warrants was based on a modified Black-Scholes model.
Summary of the table presents information and assumptions used to determine the estimated fair values using the pricing models	The following table presents information and assumptions used to determine the estimated fair values of the Warrants at the initial measurement date using the pricing models: February 2, 2021 (Initial Measurement) Strike price $ 11.50 Term (in years) 5.2 Risk-free rate 0.7 % Volatility 25.5 % Dividend Yield 0.0 % Fair value of Public Warrants $ 1.41 Fair value of Private Placement Warrants $ 1.50 The following table presents information and assumptions used in the modified Black-Scholes valuation model to determine the estimated fair value of the Private Placement Warrants as of December 31, 2021: December 31, Strike price $ 11.50 Term (in years) 5.2 Risk-free rate 1.3 % Volatility 11.6 % Dividend yield 0.0 % Fair value of Private Placement Warrants $ 0.66 The following table presents information and assumptions used to determine the estimated fair values of the over-allotment option at the initial measurement date using the pricing model: February 2, 2021 Stock price $ 10.00 Exercise price $ 10.00 Term (years) 0.12 Risk free rate 0.1 % Volatility 8.2 % Dividend Yield 0.0 % Fair value of over-allotment option $ 0.11
Summary of change in the fair value of the derivative warrant liabilities	The change in fair value of the derivative liabilities through December 31, 2021 is as follows: Public Warrants Private Warrants Over-allotment Total Derivative Derivative warrant liabilities at $ — $ — $ — $ — Issuance of Public and Private Warrants 23,500,000 13,220,001 — 36,720,001 Issuance of over-allotment option 769,500 769,500 Partial exercise of over-allotment option (570,000 ) (570,000 ) Change in fair value of derivative (12,500,000 ) (7,403,201 ) (199,500 ) (20,102,701 ) Derivative liabilities at December 31, $ 11,000,000 $ 5,816,800 $ — $ 16,816,800
Summary of change in fair value of the FPA Units liability	T h FPA Asset Derivative forward purchase agreement at December 31, 2020 $ — Executed forward purchase agreement in connection with IPO (327,414 ) Change in fair value of the derivative forward purchase agreement 430,057 Derivative forward purchase agreement at December 31, 2021 $ 102,643

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]
Schedule of common stock subject to possible redemption	As of December 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds $ 500,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock (26,781,408 ) Proceeds allocated to Public Warrants at issuance (23,500,000 ) Plus: Remeasurement to Class A common stock subject to possible redemption 50,281,408 Class A common stock subject to possible redemption $ 500,000,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Summary of components of Company's provision for income taxes	The components of the Company’s provision for income taxes are as follows: August 31, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Current income tax expense: Federal $ — $ — State — — — — Deferred income tax expense: Federal $ (331,164 ) (17,500 ) State — — (331,164 ) (17,500 ) Change in valuation allowance 331,164 17,500 Income tax provision $ — $ —
Summary of reconciliation of federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative liabilities (24.0 )% 0.0 % Change in fair value of FPA (0.5 )% 0.0 % Transaction costs related to warrants 1.6 % 0.0 % Meals and entertainment 0.0 % 0.0 % Return to provision adjustment (0.1 )% 0.0 % Change in valuation allowance 2.0 % (21.0 )% Income tax provision 0.0 % 0.0 %
Summary of components of Company's deferred income tax assets and liabilities	The components of the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax asset Net operating loss carryforward $ 32,874 $ — Organizational/Start-up 298,296 17,500 Total deferred tax asset 331,170 17,500 Valuation allowance (331,170 ) (17,500 ) Deferred tax asset, net of allowance $ — $ —

Net Income (Loss) Per Common _2

Net Income (Loss) Per Common Share (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Summary of basic and diluted net income per ordinary share	The following table reflects the calculation of basic and diluted net income (loss) per common share: August 31, 2020 Year Ended (inception) through December 31, 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 13,830,979 $ 3,800,196 $ — $ (83,334 ) Denominator Weighted-average shares outstanding (1) 45,616,438 12,533,562 — 11,250,000 Basic and diluted net income (loss) per share $ 0.30 $ 0.30 $ — $ (0.01 ) (1) The weighted average shares outstanding for the period from August 31, 2020 (inception) through December 31, 2020 excludes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021.

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 02, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Description Of Organization And Business Operations [Line Items]
Proceeds from issuance initial public offering			$ 489,746,182
Warrants expire term			5 years
Class of warrant or right, exercise price of warrants or rights			$ 0.01
Adjustments to additional paid in capital stock issuance costs			$ 27,900,000
Underwriting fee			10,000,000
Deferred underwriting commissions			17,500,000
Other offering cost			400,000
Payment to acquire restricted investments			$ 500,000,000
Term of restricted investments			180 days
Percentage of the public shareholding to be redeemed in case the business combination is not consummated			100.00%
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount			80.00%
Proceeds from sale of Private Placement Warrants			$ 13,220,000
Cash			$ 975,393	$ 167,224
Maximum [Member]
Description Of Organization And Business Operations [Line Items]
Threshold limit to be redeemed in case the business combination is not consummated from closing of IPO			30 months
Minimum [Member]
Description Of Organization And Business Operations [Line Items]
Threshold limit to be redeemed in case the business combination is not consummated from closing of IPO			24 months
Stock Trigger Price One [Member]
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 9.20
Percent of exercise price of the public warrants will be adjusted			115.00%
Stock Trigger Price Two [Member]
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share			$ 18
Percent of exercise price of the public warrants will be adjusted			180.00%
Public Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right issue price			$ 11.50
Additional class of warrant or right issued for capital rising purpose with the closing of IPO effective exercise price			$ 9.20
Percentage of proceeds from issuance of additional shares issuance equal to total equity proceeds			60.00%
Private Placement Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right issue price			$ 1.50
Class of warrant or right, issued during the period			8,813,334
Proceeds from issuance of warrants			$ 13,200,000
Common Class A [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from issuance initial public offering			$ 500,000,000
Stock Conversion Basis			one vote for each share
Common Class A [Member] | Forward Purchase Agreement [Member]
Description Of Organization And Business Operations [Line Items]
Stock Conversion Basis	consisting of one share of Class A common stock (the “FPA Share”) and one-third of one warrant to purchase one share of Class A common stock
IPO [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues		45,000,000
Proceeds from issuance initial public offering		$ 472,100,000
Deferred offering costs	$ 27,900,000
Deferred underwriting commissions	$ 17,500,000
IPO [Member] | Forward Purchase Agreement [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues	8,000,000
Share price	$ 10
Proceeds from sale of Private Placement Warrants	$ 80,000,000
IPO [Member] | Class A Common Stock And Public Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues		50,000,000
Proceeds from issuance initial public offering		$ 500,000,000
IPO [Member] | Common Class A [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 11.50
Over-Allotment Option [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, shares, new issues	5,000,000
Sale of stock, price per share	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents, at carrying value	$ 0	$ 0	$ 0
Payments of stock issuance costs	149,442	0
Underwriting commission expense		17,500,000
Other offering cost		400,000
Franchise taxes payable	0	186,031	0
Revenues		1,070,000,000
Common stock				$ 700,000,000
Dilutive securities		0	0
Non Convertible Debt Securities [Member]
Summary Of Significant Accounting Policies [Line Items]
Debt securities		1,000,000,000
Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Payments of stock issuance costs		27,903,259
Payments for underwriting expense		10,000,000
Other offering cost		403,259
Underwriting discounts and offering costs attributed to derivative warrant liability		1,321,353
Common Class A [Member]
Summary Of Significant Accounting Policies [Line Items]
Common stock		$ 0
Purchase of Class A common stock		25,480,001
Common Class A [Member] | Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock issued during period, value, new issues		$ 26,581,907
US Treasury Securities [Member]
Summary Of Significant Accounting Policies [Line Items]
Assets held-in-trust	$ 0	$ 500,000,000	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of the Company's Financial Assets That Are Measured at Fair Value On A Recurring Basis (Detail) - USD ($)		Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Derivative liabilities		$ 16,816,800
Public Warrants [Member]
Liabilities:
Derivative liabilities		11,000,000
Fair value of Private Placement Warrants [Member]
Liabilities:
Derivative liabilities		5,816,800
Fair Value, Recurring [Member] | Level 1 [Member]
Assets:
Investments held in Trust Account	[1]	500,029,521
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities:
Derivative liabilities	[2]	11,000,000
Fair Value, Recurring [Member] | Level 3 [Member] | Fair value of Private Placement Warrants [Member]
Liabilities:
Derivative liabilities	[3]	5,816,800
Fair Value, Recurring [Member] | Level 3 [Member] | Derivative Forward Purchase Agreement [Member]
Assets:
Derivative forward purchase agreements	[4]	$ 102,643
[1]	The fair value of investments in Trust Account based on quoted market price.
[2]	The fair value of derivative liabilities – Public Warrants based on quoted market price for MIT.W as of the reporting date.
[3]	The fair value of derivative liabilities – Private Placement Warrants was based on a modified Black-Scholes model.
[4]	The fair value of derivative forward purchase agreement was based on the forward price formula.

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of the Table Presents Information and Assumptions Used to Determine the Estimated Fair Values Using the Pricing Models (Detail)	Dec. 31, 2021$ / shares	Feb. 02, 2021$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years
Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.11
Stock Price [Member] | Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of Stock, Price Per Share		$ 10
Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Average Price Risk Option Strike Price	$ 11.50	$ 11.50
Exercise Price [Member] | Fair value of Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		1.41
Exercise Price [Member] | Fair value of Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.66	1.50
Exercise Price [Member] | Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		10
Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years 2 months 12 days	5 years 2 months 12 days
Term [Member] | Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term		1 month 13 days
Risk-free rate Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.013	0.007
Risk-free rate Member] | Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.001
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.116	0.255
Volatility [Member] | Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.082
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Dividend yield [Member] | Over-Allotment Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($)		4 Months Ended	12 Months Ended
		Dec. 31, 2020	Dec. 31, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities
Issuance of Public and Private Warrants	[1]		36,720,001
Change in fair value of warrant liabilities		$ 0	(20,102,701)
Issuance of over-allotment option			769,500
Partial exercise of over-allotment option (2)	[2]		(570,000)
Derivative warrant liabilities			16,816,800
Public Warrants [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities
Issuance of Public and Private Warrants	[1]		23,500,000
Change in fair value of warrant liabilities			(12,500,000)
Derivative warrant liabilities			11,000,000
Private Placement Warrants [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities
Issuance of Public and Private Warrants	[1]		13,220,001
Change in fair value of warrant liabilities			(7,403,201)
Derivative warrant liabilities			5,816,800
Over-Allotment Option [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Derivative warrant liabilities			0
Issuance of Public and Private Warrants			0
Change in fair value of warrant liabilities			(199,500)
Issuance of over-allotment option			769,500
Partial exercise of over-allotment option (2)	[2]		(570,000)
Derivative warrant liabilities		$ 0	$ 0
[1]	During the 1st quarter of 2021, the Public Warrants were transferred from Level 3 to Level 1 in the fair value hierarchy.
[2]	On February 2, 2021, the IPO date, the over-allotment option was partially exercised for the purchase of 5,000,000 units and the option to purchase 1,750,000 additional units subsequently expired.

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Parenthetical) (Detail) - Over-Allotment Option [Member]	Feb. 02, 2021shares
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Stock Issued During Period, Shares, New Issues	5,000,000
Option To Purchase Additional Units Expired During Period Shares	1,750,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value, investments, entities that calculate net asset value per share, unfunded commitments	$ 80
Fair value, net derivative asset (liability) period increase (dcrease)	$ 80

Fair Value Measurements - Sum_5

Fair Value Measurements - Summary of Change in Fair Value of the FPA Units Liability (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Opening Balance, Derivative forward purchase agreement
Executed forward purchase agreement in connection with IPO	(327,414)
Change in fair value of the derivative forward purchase agreement	430,057
Ending Balance, Derivative forward purchase agreement	$ 102,643

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - USD ($)	Jan. 28, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Public Warrants [Member]
Class of Stock [Line Items]
Warrants and Rights Outstanding		$ 16,666,667	$ 0
Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrants redemption price per unit		$ 0.10
Number of days of notice to be given for the redemption of warrants		30 days
Fair Value of Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrants and Rights Outstanding		$ 8,813,334	$ 0
Fair Value of Private Placement Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrants redemption price per unit		$ 0.01
Number of days of notice to be given for the redemption of warrants		30 days
Common Class A [Member]
Class of Stock [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		400,000,000	400,000,000
Common stock, conversion basis		one vote for each share
Common stock, shares issued		0	0
Common stock, shares outstanding		0	0
Common stock shares subject to possible redemption		50,000,000
Common stock shares subject to possible redemption		$ 50,000,000
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Share Price		$ 18
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Maximum [Member]
Class of Stock [Line Items]
Number of trading days for determining the share price		30 days
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Minimum [Member]
Class of Stock [Line Items]
Number of consecutive trading days for determining the share price		20 days
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right, threshold period for exercise from date of closing public offering		15 days
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Class of Stock [Line Items]
Share Price		$ 10
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] | Maximum [Member]
Class of Stock [Line Items]
Number of trading days for determining the share price		30 days
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] | Minimum [Member]
Class of Stock [Line Items]
Number of consecutive trading days for determining the share price		20 days
Common Class A [Member] | Public Warrants [Member] | IPO [Member]
Class of Stock [Line Items]
Class of warrant or right redemption threshold consecutive trading days | trading days		30 days
Class of warrant or right, threshold period for exercise from date of closing public offering		12 months
Common Class A [Member] | Fair Value of Private Placement Warrants [Member] | IPO [Member]
Class of Stock [Line Items]
Class of warrant or right redemption threshold consecutive trading days | trading days		30 days
Common Class B [Member]
Class of Stock [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		50,000,000	50,000,000
Common stock, shares issued		12,500,000	12,937,500
Common stock, shares outstanding		12,500,000	12,937,500
Shares issued, shares, share-based payment arrangement, forfeited			1,687,500
Common stock, dividends, per share, declared	$ 0.125
Common Class B [Member] | IPO [Member]
Class of Stock [Line Items]
Common stock, shares issued			12,937,500

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Schedule of Common Stock Subject to Possible Redemption (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)
Temporary Equity [Line Items]
Gross Proceeds	$ 489,746,182
Class A common stock subject to possible redemption	500,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross Proceeds	500,000,000
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption	(26,781,408)
Proceeds allocated to Public Warrants at issuance	(23,500,000)
Remeasurement to Class A common stock subject to possible redemption	50,281,408
Class A common stock subject to possible redemption	$ 500,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - shares	Dec. 31, 2021	Dec. 31, 2020
Temporary equity, shares outstanding	50,000,000
Common Stock, Shares, Outstanding	0	0
Shares Subject To Possible Redemption [Member]
Temporary equity, shares outstanding	50,000,000	0

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Feb. 02, 2021	Jan. 29, 2021	Jan. 28, 2021	Sep. 15, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Exercise price of warrants or rights							$ 0.01
Valuation of Pricing Model							$ 2,200,000
Valuation of Pricing Model per share							$ 7.23
Sponsor [Member] | Related Party Loan [Member]
Related Party Transaction [Line Items]
Debt face amount							$ 300,000
Debt instrument, maturity date							Sep. 30, 2021
Repayments of debt							$ 300,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt conversion price per share							$ 1.50
Sponsor [Member] | Maximum [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount							$ 1,500,000
Founder Shares [Member] | Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member]
Related Party Transaction [Line Items]
Share price							$ 12
Common stock, transfers, restriction on number of days from the date of business combination							180 days
Founder Shares [Member] | Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Common stock, transfers, threshold trading days							30 days
Founder Shares [Member] | Share Price Equal Or Exceeds Tweleve Rupees Per Dollar [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Common stock, transfers, threshold trading days							20 days
Founder Shares [Member] | Edward A. Rose III [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			84,375
Founder Shares [Member] | James L. Bauman [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			56,250
Forward Purchase Units [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues							8,000,000
Stock issued during period, value, new issues							$ 80,000,000
Shares issued, price per share							$ 10
Number of shares issued in transaction							1
Stockholders' equity note, stock split							one-third of one warrant to purchase one share
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues	5,000,000
Sale of stock, price per share	$ 10
Over-Allotment Option [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited		437,500
Over-Allotment Option [Member] | Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues			12,937,500
Common stock shares subject to possible redemption			1,687,500
Sale of stock, price per share			$ 0.002
IPO [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues					45,000,000
Fair Value of Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights, transfers, restriction on number of days from the date of business combination							30 days
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock shares subject to possible redemption							50,000,000
Number of shares issued in transaction							25,480,001
Common Class A [Member] | IPO [Member]
Related Party Transaction [Line Items]
Exercise price of warrants or rights							$ 11.50
Class of warrant or right, number of securities called by warrants or rights							1
Common Class B [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited								1,687,500
Common stock, dividends, per share, declared			$ 0.125
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues				11,500,000
Stock issued during period, value, new issues				$ 25,000
Shares issued, shares, share-based payment arrangement, forfeited				1,500,000
Shares issued, price per share				$ 0.002
Common Class B [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited						1,687,500	1,687,500

Income Taxes - Summary of Compo

Income Taxes - Summary of Components of Company's Provision for Income Taxes (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Current income tax expense:
Federal	$ 0	$ 0
State	0	0
Total	0	0
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
Federal	(17,500)	(331,164)
State	0	0
Total	$ (17,500)	$ (331,164)
Change in valuation allowance	17,500	331,164
Income tax provision	$ 0	$ 0

Income Taxes - Summary of Recon

Income Taxes - Summary of Reconciliation of Federal Income Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Change in fair value of derivative liabilities	(24.00%)	0.00%
Change in fair value of FPA	(0.50%)	0.00%
Transaction costs related to warrants	1.60%	0.00%
Meals and entertainment	0.00%	0.00%
Return to provision adjustment	(0.10%)	0.00%
Change in valuation allowance	2.00%	(21.00%)
Income tax provision	0.00%	0.00%

Income Taxes - Summary of Com_2

Income Taxes - Summary of Components of Company's Deferred Income Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Net operating loss carryforward	$ 32,874	$ 0
Organizational/Start-up costs	298,296	17,500
Total deferred tax asset	331,170	17,500
Valuation allowance	(331,170)	(17,500)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss	$ 156,541	$ 30
Percentage of taxable income	80.00%
Change in valuation allowance	$ 331,164	17,500
Unrecognized tax positions, accrued liabilities	$ 0	$ 0

Net Income (Loss) Per Common _3

Net Income (Loss) Per Common Share - Additional Information (Detail) - shares	Jan. 29, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of shares common stock subject to repurchase or cancellation				1,687,500
Over-Allotment Option [Member] | Founder Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock subject to forfeiture	437,500
Common Class A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount			25,480,001
Common Class B [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock subject to forfeiture				1,687,500
Common Class B [Member] | Over-Allotment Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of shares common stock subject to repurchase or cancellation	0	1,687,500		1,687,500
Common stock subject to forfeiture		1,687,500	1,687,500
Shares no longer subject to forfeiture			1,250,000

Net Income (Loss) Per Common _4

Net Income (Loss) Per Common Share - Summary of Basic and Diluted Net Income Per Ordinary Share (Detail) - USD ($)		4 Months Ended	12 Months Ended
		Dec. 31, 2020	Dec. 31, 2021
Numerator
Allocation of net income (loss)		$ (83,334)	$ 17,631,175
Denominator
Basic and diluted net income (loss) per share		$ (0.01)
Common Class A [Member]
Numerator
Allocation of net income (loss)		$ 0	$ 13,830,979
Denominator
Weighted-average shares outstanding	[1]	0	45,616,438
Basic and diluted net income (loss) per share		$ 0	$ 0.30
Common Class B [Member]
Numerator
Allocation of net income (loss)		$ (83,334)	$ 3,800,196
Denominator
Weighted-average shares outstanding	[1]	11,250,000	12,533,562
Basic and diluted net income (loss) per share		$ (0.01)	$ 0.30
[1]	The weighted average shares outstanding for the period from August 31, 2020 (inception) through December 31, 2020 excludes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021.

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Under writing discount percentage	2.00%
Proceeds from issuance deferred discount	$ 10
Percentage of gross offering proceeds payable upon after completion of an initial business combination	3.50%
Deferred underwriting commissions	$ 17.5