Omnichannel Acquisition (OCA) 10-K 25 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	OMNICHANNEL ACQUISITION CORP.
Trading Symbol	OCA
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 202,989,500
Amendment Flag	false
Entity Central Index Key	0001827669
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39726
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3113789
Entity Address, Address Line One	First Floor West
Entity Address, Address Line Two	51 John F. Kennedy Parkway
Entity Address, City or Town	Millburn
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07078
City Area Code	(908)
Local Phone Number	271-6641
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Auditor Firm ID	100
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		20,650,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,162,500

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 135,734	$ 821,080
Prepaid expenses	302,319	627,614
Total current assets	438,053	1,448,694
Investments held in Trust Account	206,554,632	206,498,802
Total Assets	206,992,685	207,947,496
Current liabilities:
Accounts payable	149,606	3,728
Accounts payable – related party	9,305	8,000
Accrued expenses	2,936,932	182,577
Due to related party		6,252
Franchise tax payable	150,164	61,420
Total current liabilities	3,246,007	261,977
Convertible note – related party	650,000
Derivative warrant liabilities	9,708,450	21,226,950
Deferred underwriting commissions	7,227,500	7,227,500
Total liabilities	20,831,957	28,716,427
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value, 20,650,000 shares at redemption value of $10.00 per share as of December 31, 2021 and 2020	206,500,000	206,500,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, 0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued and outstanding as of December 31, 2021 and 2020
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,162,500 and 5,750,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively	516	575
Additional paid-in capital
Accumulated deficit	(20,339,788)	(27,269,506)
Total stockholders' deficit	(20,339,272)	(27,268,931)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$ 206,992,685	$ 207,947,496

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption per share (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption	20,650,000	20,650,000
Redemption value per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,162,500	5,750,000
Common stock, shares outstanding	5,162,500	5,750,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses	$ 173,165	$ 4,419,924
Administrative expenses - related party	8,000	48,000
Franchise tax expense	61,420	201,675
Loss from operations	(242,585)	(4,669,599)
Other income (expenses):
Loss upon issuance of private placement warrants	(1,103,400)
Change in fair value of derivative warrant liabilities	(1,810,050)	11,518,500
Offering costs associated with derivative warrant liabilities	(724,418)
Income (loss) from investments held in Trust Account	(1,198)	80,758
Net income (loss)	$ (3,881,651)	$ 6,929,659
Class A Common Stock
Other income (expenses):
Weighted average shares outstanding basic and diluted (in Shares)	8,395,699	20,650,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.29)	$ 0.27
Class B Common Stock
Other income (expenses):
Weighted average shares outstanding basic and diluted (in Shares)	5,055,914	5,162,500
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.29)	$ 0.27

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Sep. 08, 2020
Issuance of Class B common stock to Sponsor		$ 575	24,425		25,000
Issuance of Class B common stock to Sponsor (in Shares)		5,750,000
Accretion of Class A common stock subject to possible redemption amount			(24,425)	(23,387,855)	(23,412,280)
Net income (loss)				(3,881,651)	(3,881,651)
Balance at Dec. 31, 2020		$ 575		(27,269,506)	$ (27,268,931)
Balance (in Shares) at Dec. 31, 2020		5,750,000			8,000
Forfeiture of Class B common stock		$ (59)	59
Forfeiture of Class B common stock (in Shares)		(587,500)
Subsequent measurement of Class A common stock subject to possible redemption against additional paid-in capital and accumulated deficit			(59)	59
Net income (loss)				6,929,659	6,929,659
Balance at Dec. 31, 2021		$ 516		$ (20,339,788)	$ (20,339,272)
Balance (in Shares) at Dec. 31, 2021		5,162,500			8,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (3,881,651)	$ 6,929,659
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Loss upon issuance of private placement warrants	1,103,400
Offering costs associated with derivative warrant liabilities	724,418
Change in fair value of derivative warrant liabilities	1,810,050	(11,518,500)
Loss (income) on investments held in Trust Account	1,198	(80,758)
Changes in operating assets and liabilities:
Prepaid expenses	(627,614)	325,295
Accounts payable	3,728	145,878
Accounts payable - related party	8,000	1,305
Accrued expenses	107,577	2,754,355
Franchise tax payable	61,420	88,744
Due to related party	6,252	(6,252)
Net cash used in operating activities	(683,222)	(1,360,274)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(206,500,000)
Interest released from Trust Account to pay franchise taxes		24,928
Net cash provided by (used in) investing activities	(206,500,000)	24,928
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	43,913	650,000
Repayment of note payable to related party	(104,788)
Proceeds received from initial public offering, gross	206,500,000
Proceeds received from private placement	6,130,000
Offering costs paid	(4,589,823)
Net cash provided by financing activities	208,004,302	650,000
Net increase (decrease) in cash	821,080	(685,346)
Cash - beginning of the period		821,080
Cash - end of the period	821,080	135,734
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	75,000
Deferred underwriting commissions in connection with the initial public offering	$ 7,227,500

Description of Organization, Bu

Description of Organization, Business Operations	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization, Business Operations	Note 1 - Description of Organization, Business Operations Omnichannel Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering (as defined below). The Company’s sponsor is Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November 19, 2020. On November 24, 2020, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.6 million, inclusive of approximately $7.0 million in deferred underwriting commissions (see Note 5). The Company granted the Underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments, if any. The Underwriters partially exercised the over-allotment option and, on November 30, 2020, the underwriters purchased an additional 650,000 Units (the “Over-Allotment Units”), generating gross proceeds of $6.5 million, and the Company incurred additional offering costs of $357,500 in underwriting fees (inclusive of $227,500 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $6.0 million (see Note 4). Simultaneously with the closing of the Over-Allotment on November 30, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 130,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $130,000. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $206.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Termination of Proposed Business Combination On July 19, 2021, we entered into a business combination agreement with Omnichannel Merger Sub, Inc., a wholly-owned subsidiary of Omnichannel (“Merger Sub”), and Kin Insurance, Inc., a Delaware corporation (“Kin”) (the “Kin Business Combination Agreement”). Upon the consummation of the transactions contemplated by the Kin Business Combination Agreement (the “Closing”), Merger Sub would have merged with and into Kin with Kin surviving the Merger as a wholly-owned subsidiary of Omnichannel (the “Kin Business Combination”). In addition, at the Closing, Omnichannel would have been renamed “Kin Holdings, Inc.” On January 26, 2022, the Company, Merger Sub and Kin entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Kin Business Combination Agreement. The termination of the Kin Business Combination Agreement was effective as of January 26, 2022. As a result of the termination of the Kin Business Combination Agreement, the Kin Business Combination Agreement is void and there is no liability under the Kin Business Combination Agreement on the part of any party thereto, except as set forth in the Termination Agreement and each of the transaction agreements entered into in connection with the Kin Business Combination Agreement insofar as a transaction agreement creates any obligation surviving the termination of the Kin Business Combination to a third party not signatory to the Termination Agreement, including, but not limited to, the Sponsor Agreement, dated as of July 19, 2021, by and among the Sponsor, Kin and certain of the Sponsor’s equity holders. Pursuant to the Termination Agreement, subject to certain exceptions, the Company and Kin have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Kin Business Combination. For additional information regarding the agreement, see the Company’s Current Reports on Form 8-K filed by us on July 19, 2021 and January 26, 2022, and the withdrawal of Company’s registration statement on Form S-4 (as amended) on January 27, 2022, for more information. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $136,000 in cash and a working capital deficit of approximately $2.7 million. On September 9, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $105,000 under the Note and fully repaid the Note in full on November 24, 2020. On September 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 in loans, and, on November 11, 2021, the Sponsor committed to provide the Company an additional amount of up to $700,000 in loans for an aggregate of up to $1.0 million in loans, in each case in order to finance working capital needs (including transaction costs in connection with a Business Combination) (the The Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Note from the Sponsor of approximately $105,000 to the Company (as discussed above), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November 24, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition and mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by May 24, 2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 24, 2022. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	Note 2 - Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of Public Warrants and Private Warrants was estimated at December 31, 2020 using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Public Warrants and Private Warrants was measured by reference to the listed price in an active market for the Public Warrants, the closing price of the warrants on NYSE as of December 31, 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of 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 Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. 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 uncertain future events. Accordingly, as of December 31, 2021 and December 30, 2020, 20,650,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. This method would view the end of the reporting period as if it were also the redemption date for the security. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares issued and outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 16,455,000 shares of the Company’s Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from September 9, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $ 5,543,727 $ 1,385,932 $ (2,422,696 ) $ (1,458,955 ) Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,162,500 8,395,699 5,055,914 Basic and diluted net income (loss) per common share $ 0.27 $ 0.27 $ (0.29 ) $ (0.29 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and December 31, 2020, there were no amounts accrued for interest and penalties. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” 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 consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On November 24, 2020, the Company consummated its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.6 million, inclusive of approximately $7.0 million in deferred underwriting commissions. On November 30, 2020, the underwriters purchased an additional 650,000 Over-Allotment Units, generating gross proceeds of $6.5 million, and incurred additional offering costs of $357,500 in underwriting fees (inclusive of $227,500 in deferred underwriting fees). Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On December 31, 2020, the Sponsor purchased 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On November 13, 2020 and November 19, 2020, respectively, the Sponsor surrendered 2,875,000 and 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. All share and per share amounts were retroactively restated to reflect the share surrenders and cancellations. The Initial Stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 650,000 Units; thus, only 587,500 shares of Class B common stock remain subject to forfeiture. The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on November 30, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 130,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $130,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of both December 31, 2021 and December 31, 2020, the Company had no Working Capital Loans outstanding. On September 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 in loans, and on November 11, 2021, the Sponsor committed to provide to the Company an additional amount of up to $700,000 in loans for an aggregate of up to $1.0 million in loans, in each case in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination) (the foregoing, the “Sponsor Loan Commitment Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company shall pay the Sponsor a total of $4,000 per month for office space, secretarial, expense for period and administrative services provided to members of the Company’s management team. The Company incurred $48,000 and $8,000, respectively, in expenses in connection with such services during year ended December 31, 2021 and the period from September 9, 2020 (inception) through December 31, 2020, which are included in administrative expenses - related party on the accompanying consolidated statements of operations. As of December 31, 2021 and December 31, 2020, there were outstanding balances of $8,000 and $8,000 for such fees, respectively, in "Accounts payable – related party,” as reflected in the accompanying consolidated balance sheets. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments & Contingencies [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or approximately $7.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on November 30, 2020, the underwriters were entitled to an additional fee of $130,000 paid upon closing, and $227,500 in deferred underwriting commissions.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 6 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 20,650,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheet. The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 206,500,000 Less: Proceeds allocated to Public Warrants at issuance (12,183,500 ) Offering costs allocated to Class A common stock subject to possible redemption (11,228,780 ) Plus: Accretion of carrying value to redemption value 23,412,280 Class A common stock subject to possible redemption $ 206,500,000

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
	Dec. 31, 2021
Stockholders’ Equity [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock - Only holders of the Class B common stock have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	12 Months Ended
	Dec. 31, 2021
Derivative Warrants [Abstract]
Derivative Warrant Liabilities	Note 8 - Derivative Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; 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 Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - Money Market Fund $ 206,554,632 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants 6,091,750 - - Derivative warrant liabilities - Private placement warrants - 3,616,700 - Total Fair Value $ 212,646,382 $ 3,616,700 $ - Fair Value Measured as of Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - Money Market Fund $ 206,498,802 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants - - 13,319,250 Derivative warrant liabilities - Private placement warrants - - 7,907,700 Total Fair Value $ 206,498,802 $ - $ 21,226,950 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement as a result of the Public Warrants being listed price in an active market in March 2021, the closing price of the warrants on NYSE as of March 31, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrants and Private Warrants was estimated at December 31, 2020 using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Public Warrants and Private Warrants was measured by reference to the listed price in an active market for the Public Warrants, the closing price of the warrants on NYSE as of December 31, 2021. The Company determined that the fair value of each Private Placement Warrant approximates the fair value of a Public Warrant as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. For the year ended December 31, 2021, the Company recognized income to the consolidated statements of operations resulting from a decrease in the fair value of warrant liabilities of approximately $11.5 million, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. For the period from September 9, 2020 (inception) through December 31, 2020, the Company recognized loss to the consolidated statements of operations resulting from an increase in the fair value of liabilities of approximately $1.8 million presented as a change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. Use of a binomial / lattice model to estimate fair value at December 31, 2020 required assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company's Private Placement Warrants at their measurement dates: December 31, 2020 Exercise price $ 11.50 Stock price $ 9.65 Term(yrs) 5.5 Volatility 25.0 % Risk-free rate 0.50 % The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, as of December 31, 2021 and December 31, 2020 is summarized as follows: Level 3 derivative warrant liabilities at January 1, 2021 $ 21,226,950 Transfer of Public Warrants and Private Placement Warrants from Level 3: (21,226,950 ) Level 3 derivative warrant liabilities at December 31, 2021 $ - Derivative warrant liabilities at September 9, 2020 (inception) $ - Issuance of Public and Private Warrants 19,416,900 Change in fair value of derivative warrant liabilities 1,810,050 Derivative warrant liabilities at December 31, 2020 $ 21,226,950

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 - 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 costs and are not currently deductible. There was no income tax expense for the year ended December 31, 2021. The income tax provision (benefit) consists of the following for the year ended December 31, 2021 and for the period from September 9, 2020 (inception) through December 31, 2020: December 31, December 31, Current Federal $ - $ - State - - Deferred Federal (1,014,851 ) (51,194 ) State - - Valuation allowance 1,014,851 51,194 Income tax (benefit) provision $ - $ - The Company’s net deferred tax assets are as follows as of December 31, 2021 and 2020: December 31, December 31, Deferred tax assets: Net-operating loss carryforward $ (792,980 ) $ (13,149 ) Start-up/Organization costs (221,871 ) (38,045 ) Total deferred tax assets (1,014,851 ) (51,194 ) Valuation allowance 1,014,851 51,194 Deferred tax asset, net of allowance $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of 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 assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the year ended December 31, 2021 and for the period from September 9, 2020 (inception) through December 31, 2020: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of derivative warrant liabilities (34.91 )% (19.68 )% Change in valuation allowance 13.91 % (1.32 )% Income Tax Expense 0.00 % 0.00 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheets date up to the date that the consolidated financial statements were issued. Based on this evaluation, other than as noted below and in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. 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.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Derivative Warrant liabilities	Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of Public Warrants and Private Warrants was estimated at December 31, 2020 using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Public Warrants and Private Warrants was measured by reference to the listed price in an active market for the Public Warrants, the closing price of the warrants on NYSE as of December 31, 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of 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 Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. 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 uncertain future events. Accordingly, as of December 31, 2021 and December 30, 2020, 20,650,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares issued and outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 16,455,000 shares of the Company’s Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from September 9, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and December 31, 2020, there were no amounts accrued for interest and penalties.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” 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 consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share	For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $ 5,543,727 $ 1,385,932 $ (2,422,696 ) $ (1,458,955 ) Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,162,500 8,395,699 5,055,914 Basic and diluted net income (loss) per common share $ 0.27 $ 0.27 $ (0.29 ) $ (0.29 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2021
Class A Common Stock Subject To Possible Redemption [Abstract]
Schedule of class A common stock subject to possible redemption condensed balance sheet	Gross proceeds $ 206,500,000 Less: Proceeds allocated to Public Warrants at issuance (12,183,500 ) Offering costs allocated to Class A common stock subject to possible redemption (11,228,780 ) Plus: Accretion of carrying value to redemption value 23,412,280 Class A common stock subject to possible redemption $ 206,500,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements [Abstract]
Schedule of assets and liabilities that are measured at fair value	Fair Value Measured as of Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - Money Market Fund $ 206,554,632 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants 6,091,750 - - Derivative warrant liabilities - Private placement warrants - 3,616,700 - Total Fair Value $ 212,646,382 $ 3,616,700 $ - Fair Value Measured as of Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - Money Market Fund $ 206,498,802 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants - - 13,319,250 Derivative warrant liabilities - Private placement warrants - - 7,907,700 Total Fair Value $ 206,498,802 $ - $ 21,226,950
Schedule of quantitative information regarding Level 3 fair value measurements inputs	December 31, 2020 Exercise price $ 11.50 Stock price $ 9.65 Term(yrs) 5.5 Volatility 25.0 % Risk-free rate 0.50 %
Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs	Level 3 derivative warrant liabilities at January 1, 2021 $ 21,226,950 Transfer of Public Warrants and Private Placement Warrants from Level 3: (21,226,950 ) Level 3 derivative warrant liabilities at December 31, 2021 $ - Derivative warrant liabilities at September 9, 2020 (inception) $ - Issuance of Public and Private Warrants 19,416,900 Change in fair value of derivative warrant liabilities 1,810,050 Derivative warrant liabilities at December 31, 2020 $ 21,226,950

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	December 31, December 31, Current Federal $ - $ - State - - Deferred Federal (1,014,851 ) (51,194 ) State - - Valuation allowance 1,014,851 51,194 Income tax (benefit) provision $ - $ -
Schedule of net deferred tax assets	December 31, December 31, Deferred tax assets: Net-operating loss carryforward $ (792,980 ) $ (13,149 ) Start-up/Organization costs (221,871 ) (38,045 ) Total deferred tax assets (1,014,851 ) (51,194 ) Valuation allowance 1,014,851 51,194 Deferred tax asset, net of allowance $ - $ -
Schedule of statutory federal income tax rate (benefit)	December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of derivative warrant liabilities (34.91 )% (19.68 )% Change in valuation allowance 13.91 % (1.32 )% Income Tax Expense 0.00 % 0.00 %

Description of Organization, _2

Description of Organization, Business Operations (Details) - USD ($)	Oct. 11, 2021	Sep. 10, 2021	Nov. 30, 2020	Nov. 24, 2020	Dec. 31, 2021	Dec. 31, 2020
Description of Organization, Business Operations (Details) [Line Items]
Public share (in Dollars per share)					$ 10
Price per private placement warrant (in Dollars per share)						$ 9.65
U.S. government treasury bills maturity					185 days
Business acquisition acquires, percentage					50.00%
Aggregate public share percentage					15.00%
Redeem percentage					100.00%
Business combination, description					In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Share price (in Dollars per share)					$ 10
Business acquisition per share (in Dollars per share)					10
Initially anticipated per public share (in Dollars per share)					$ 10
Cash					$ 136,000
Working capital					2,700,000
Sponsor loan		$ 300,000
Borrowed amount					105,000
Additional amount	$ 700,000
Loan	$ 1,000,000
Sponsor Loan					$ 650,000
Conversion price (in Dollars per share)					$ 1
Sponsor amount					$ 105,000
Underwriters [Member]
Description of Organization, Business Operations (Details) [Line Items]
Generating gross proceeds			$ 6,500,000
Offering costs			$ 357,500
Underwriters purchased (in Shares)			650,000
Deferred underwriting fees			$ 227,500
Business Acquisitions [Member]
Description of Organization, Business Operations (Details) [Line Items]
Business acquisition percentage of voting interests acquired					80.00%
Net tangible assets at least					$ 5,000,001
Sponsor [Member]
Description of Organization, Business Operations (Details) [Line Items]
Issuance of common stock (in Shares)				20,000,000
Public share (in Dollars per share)				$ 10
Generating gross proceeds				$ 200,000,000
Offering costs				11,600,000
Deferred underwriting commissions				$ 7,000,000
Additional units (in Shares)				3,000,000
Capital contribution					$ 25,000
Private Placement [Member]
Description of Organization, Business Operations (Details) [Line Items]
Generating gross proceeds			$ 130,000
Number of units issued (in Shares)					6,000,000
Price per private placement warrant (in Dollars per share)					$ 1
Generating proceeds					$ 6,000,000
Aggregate of additional warrants (in Shares)			130,000
Net proceeds					$ 206,500,000
Per unit (in Dollars per share)					$ 10
IPO [Member] | Business Acquisitions [Member]
Description of Organization, Business Operations (Details) [Line Items]
Business combination, description					If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 24, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Class A Common Stock [Member]
Description of Organization, Business Operations (Details) [Line Items]
Class A Common Stock Subject to Possible Redemption (in Dollars per share)					$ 0.0001
Sponsor Loan					$ 1,000,000
Liquidity and Going Concern [Member]
Description of Organization, Business Operations (Details) [Line Items]
Sponsor loan					$ 300,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Details)	12 Months Ended
	Dec. 31, 2021USD ($)shares
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Federal depository insurance coverage limit (in Dollars) | $	$ 250,000
Over-Allotment Option [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Private placement warrants	16,455,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Common stock subject to possible redemption	20,650,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income (loss)	$ (2,422,696)	$ 5,543,727
Denominator:
Basic and diluted weighted average common shares outstanding	8,395,699	20,650,000
Basic and diluted net income (loss) per common share	$ (0.29)	$ 0.27
Class B [Member]
Numerator:
Allocation of net income (loss)	$ (1,458,955)	$ 1,385,932
Denominator:
Basic and diluted weighted average common shares outstanding	5,055,914	5,162,500
Basic and diluted net income (loss) per common share	$ (0.29)	$ 0.27

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended		12 Months Ended
	Nov. 30, 2020	Nov. 24, 2020	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Redeemable warrant, description			Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	650,000	20,000,000
Additional unit (in Shares)		10
Generating gross proceeds	$ 6,500,000	$ 200,000,000
Incurring offering costs	357,500	11,600,000
Deferred underwriting commissions		$ 7,000,000
Deferred underwriting fees	$ 227,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended		4 Months Ended	12 Months Ended
	Dec. 31, 2020	Nov. 30, 2020	Dec. 31, 2020	Dec. 31, 2021	Nov. 11, 2021	Sep. 10, 2021	Nov. 19, 2020	Nov. 13, 2020
Related Party Transactions (Details) [Line Items]
Forfeited shares (in Shares)				750,000
Purchased of additional shares (in Shares)		650,000
Related party transactions, description				Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Share price (in Dollars per share)	$ 9.65		$ 9.65
Generating gross proceeds				$ 6,000,000
Convertible debt				$ 1,500,000
Conversion price (in Dollars per share)				$ 1
Loan amount					$ 700,000	$ 300,000
Working capital loans outstanding					$ 1,000,000
Aggregate outstanding value				$ 1,000,000
Convertible note withdrawn amount				650,000
Administrative fees expense				4,000
Debt incurred expenses			$ 8,000	$ 48,000
Outstanding balances (in Shares)	8,000		8,000	8,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder shares percentage				20.00%
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)				$ 1
Aggregate of additional warrants (in Shares)		130,000
Generating gross proceeds		$ 130,000
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares (in Shares)				6,000,000
Share price (in Dollars per share)				$ 1
Aggregate of additional warrants (in Shares)		130,000
Generating gross proceeds		$ 130,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares issued (in Shares)	10,062,500
Founder shares, value	$ 25,000
Shares surrendered (in Shares)							1,437,500	2,875,000
Common stock outstanding (in Shares)	5,750,000		5,750,000	5,162,500
Common stock held by sponsor forfeited (in Shares)		587,500
Founder share, Description		The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding (in Shares)								5,750,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)	$ 0.0001		$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Warrants conversion price				$ 1
Class A Common Stock [Member] | Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)				$ 11.5

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriting discount (in Dollars per share)		$ 0.2
Aggregate value		$ 4,000,000
Deferred fee (in Dollars per share)		$ 0.35
Deferred aggregate value		$ 7,000,000
Underwriters additional fee	$ 130,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting commissions	$ 227,500

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, stock authorized	380,000,000	380,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, voting rights	one
Common Stock [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares outstanding	20,650,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption condensed balance sheet - Class A Common Stock [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds	$ 206,500,000
Less:
Proceeds allocated to Public Warrants at issuance	(12,183,500)
Offering costs allocated to Class A common stock subject to possible redemption	(11,228,780)
Plus:
Accretion of carrying value to redemption value	23,412,280
Class A common stock subject to possible redemption	$ 206,500,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	Jan. 08, 2021	Nov. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Nov. 19, 2020	Nov. 13, 2020	Sep. 30, 2020
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
preferred stock, par value par share (in Dollars per share)			$ 0.0001	$ 0.0001
Percentage of issued and outstanding shares			20.00%
Founder shares, description			The remaining unexercised over-allotment option expired on January 8, 2021; thus, 587,500 shares of Class B common stock held by the Sponsor were forfeited.
Converted percentage			20.00%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized			380,000,000	380,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock outstanding, description			As of December 31, 2021 and December 31, 2020, there were 20,650,000 Class A common stock issued and outstanding, all subject to possible redemption and therefore classified as temporary equity on the accompanying consolidated balance sheets (see Note 6).
Common stock issued			20,650,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized			20,000,000	20,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Shares issued							10,062,500
Shares surrendered					1,437,500	2,875,000
Common stock outstanding					5,750,000	5,750,000
Common stock, shares issued			5,162,500	5,750,000
Common stock, shares outstanding			5,162,500	5,750,000
Class B Common Stock [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit (Details) [Line Items]
Subject forfeiture share		587,500	750,000
Additional purchase share		650,000
Common stock shares	587,500

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	12 Months Ended
	Dec. 31, 2021$ / shares
Derivative Warrant Liabilities (Details) [Line Items]
Warrants exercise price	$ 11.5
Warrants expire term	5 years
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Warrants for redemption, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:    ● in whole and not in part;         ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;         ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; 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 Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.  The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants for redemption, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:    ● in whole and not in part;         ● at a price of $0.01 per warrant;         ● upon a minimum of 30 days’ prior written notice of redemption; and         ● if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds  $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements [Abstract]
Fair value of derivative warrant liabilities	$ 1.8	$ 11.5

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - Money Market Fund	$ 206,498,802	$ 206,554,632
Liabilities:
Derivative warrant liabilities - Public warrants		6,091,750
Derivative warrant liabilities - Private placement warrants
Total Fair Value	206,498,802	212,646,382
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - Money Market Fund
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private placement warrants		3,616,700
Total Fair Value		3,616,700
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - Money Market Fund
Liabilities:
Derivative warrant liabilities - Public warrants	13,319,250
Derivative warrant liabilities - Private placement warrants	7,907,700
Total Fair Value	$ 21,226,950

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs	12 Months Ended
	Dec. 31, 2020$ / shares
Schedule of quantitative information regarding Level 3 fair value measurements inputs [Abstract]
Exercise price	$ 11.5
Stock price	$ 9.65
Term(yrs)	5 years 6 months
Volatility	25.00%
Risk-free rate	0.50%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs [Line Items]
Derivative warrant liabilities		$ 21,226,950
Issuance of Public and Private Warrants	19,416,900
Change in fair value of derivative warrant liabilities	1,810,050
Derivative warrant liabilities	21,226,950
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities measured with Level 3 inputs [Line Items]
Derivative warrant liabilities		21,226,950
Transfer of Public Warrants and Private Placement Warrants from Level 3:		(21,226,950)
Derivative warrant liabilities	$ 21,226,950

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision (benefit) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current
Federal
State
Deferred
Federal	(1,014,851)	(51,194)
State
Valuation allowance	1,014,851	51,194
Income tax (benefit) provision

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of net deferred tax assets [Abstract]
Net-operating loss carryforward	$ (792,980)	$ (13,149)
Start-up/Organization costs	(221,871)	(38,045)
Total deferred tax assets	(1,014,851)	(51,194)
Valuation allowance	1,014,851	51,194
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of statutory federal income tax rate (benefit)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of statutory federal income tax rate (benefit) [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Change in fair value of derivative warrant liabilities	(34.91%)	(19.68%)
Change in valuation allowance	13.91%	(1.32%)
Income Tax Expense	0.00%	0.00%