HumanCo Acquisition (HMCO) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-39769
Entity Registrant Name	HUMANCO ACQUISITION CORP.
Entity Central Index Key	0001829042
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3357217
Entity Address, Address Line One	P.O. Box 90608
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78709
City Area Code	512
Local Phone Number	535-0440
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant
Trading Symbol	HMCOU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	HMCO
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		31,250,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
Trading Symbol	HCMOW
Security Exchange Name	NASDAQ
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 553,875	$ 339,570
Prepaid expenses	251,841	283,640
Total Current Assets	805,716	623,210
Cash and marketable securities held in Trust Account	312,522,495	312,514,788
TOTAL ASSETS	313,328,211	313,137,998
Current liabilities
Accrued expenses	868,631	997,815
Total Current Liabilities	868,631	997,815
Convertible note - related party	666,697	0
Warrant liabilities	7,584,000	17,775,000
Class A stock payable	9,880,977	0
Deferred underwriting fee payable	10,062,500	10,062,500
Total Liabilities	29,062,805	28,835,315
Commitments and contingencies
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(28,235,313)	(3,198,286)
Total Stockholders' Deficit	(28,234,594)	(3,197,317)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	313,328,211	313,137,998
Class A Common Stock [Member]
Current liabilities
Class A common stock subject to possible redemption, $0.0001 par value, 31,250,000 and 28,750,000 shares issued and outstanding at $10.00 per share redemption value, as of March 31, 2022 and December 31, 2021, respectively	312,500,000	287,500,000
Stockholders' Equity (Deficit)
Common stock	0	250
Class B Common Stock [Member]
Stockholders' Equity (Deficit)
Common stock	$ 719	$ 719

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity (Deficit)
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, Issued (in shares)	31,250,000	28,750,000
Common stock subject to possible redemption (in shares)	31,250,000	28,750,000
Common stock subject to possible redemption (in dollars per share)	$ 10	$ 10
Stockholders' Equity (Deficit)
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	0	2,500,000
Common stock, shares outstanding (in shares)	0	2,500,000
Class B Common Stock [Member]
Stockholders' Equity (Deficit)
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	7,187,500	7,187,500
Common stock, shares outstanding (in shares)	7,187,500	7,187,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and administrative expenses	$ 355,007	$ 229,947
Loss from operations	(355,007)	(229,947)
Other income:
Income earned on cash and marketable securities held in Trust Account	7,707	33,062
Class A stock incentive to new investor	(9,880,977)	0
Change in fair value of warrant liabilities	10,191,000	474,000
Total other income	317,730	507,062
Net income (loss)	$ (37,277)	$ 277,115
Class A Common Stock [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	31,250,000	31,250,000
Weighted average shares outstanding, diluted (in shares)	31,250,000	31,250,000
Basic and diluted net income (loss) per share, Class B common stock	$ 0	$ 0.01
Diluted net income per share (in dollars per share)	$ 0	$ 0.01
Class B Common Stock [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	7,187,500	7,187,500
Weighted average shares outstanding, diluted (in shares)	7,187,500	7,187,500
Basic and diluted net income (loss) per share, Class B common stock	$ 0	$ 0.01
Diluted net income per share (in dollars per share)	$ 0	$ 0.01

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	(Accumulated Deficit) Retained Earnings [Member]	Total
Beginning balance at Dec. 31, 2020	$ 250	$ 719	$ 0	$ (14,915,764)	$ (14,914,795)
Beginning balance (in shares) at Dec. 31, 2020	2,500,000	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	$ 0	0	277,115	277,115
Ending balance at Mar. 31, 2021	$ 250	$ 719	0	(14,638,649)	(14,637,680)
Ending balance (in shares) at Mar. 31, 2021	2,500,000	7,187,500
Beginning balance at Dec. 31, 2021	$ 250	$ 719	0	(3,198,286)	(3,197,317)
Beginning balance (in shares) at Dec. 31, 2021	2,500,000	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to redemption	$ (250)	$ 0	0	(24,999,750)	(25,000,000)
Change in value of common stock subject to redemption (in shares)	(2,500,000)	0
Net income (loss)	$ 0	$ 0	0	(37,277)	(37,277)
Ending balance at Mar. 31, 2022	$ 0	$ 719	$ 0	$ (28,235,313)	$ (28,234,594)
Ending balance (in shares) at Mar. 31, 2022	0	7,187,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (37,277)	$ 277,115
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities	(10,191,000)	(474,000)
Class A stock incentive to new investor	9,880,977	0
Interest earned on cash and marketable securities held in Trust Account	(7,707)	(33,062)
Changes in operating assets and liabilities:
Prepaid expenses	31,799	54,779
Accrued expenses	(129,184)	42,663
Net cash used in operating activities	(452,392)	(132,505)
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party	666,697	0
Payment of offering costs	0	(5,000)
Net cash provided by (used in) financing activities	666,697	(5,000)
Net Change in Cash	214,305	(137,505)
Cash - Beginning of period	339,570	1,193,593	$ 1,193,593
Cash - End of period	553,875	1,056,087	$ 339,570
Non-cash investing and financing activities:
Accretion for Class A Common Stock to redemption amount	$ 25,000,000	$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HumanCo Acquisition Corp. (the “Company”) was incorporated in Delaware on October 5, 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 not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the securities held in the Trust Account. The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2020. On December 11, 2020, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units”), each consisting of one share of Class A common stock and one-half Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,075,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HumanCo Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $8,075,000, which is described in Note 4. CAVU Venture Partners III, LP (“CAVU”), a member of the Sponsor, purchased 2,500,000 Units (the “Private Placement Units” and, with respect to the Class A common stock included in the Private Placement Units, the “Private Placement Shares”) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $25,000,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering (see Note 4 and Note 6). Transaction costs charged to temporary equity amounted to $15,513,589, transaction cost charged to statement of operations amounted to $804,576. Total Following the closing of the Initial Public Offering on December 11, 2020, an amount of $312,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On February 15, 2022, certain funds and accounts managed by BlackRock, Inc. (collectively, the “Investors”) each entered into a Unit Purchase Agreement (together, the “Unit Purchase Agreements”) with CAVU pursuant to which the Investors, severally and not jointly, purchased the 2,500,000 Private Placement Units from CAVU. As a result of the transactions with BlackRock, Inc. described above, the Company recognized a Class A stock payable of $9,880,977 based on the commitment to deliver Class A stock at the closing of the business combination. The value was based on the difference in fair value and the purchase consideration as of the date of grant, which was discounted by the probability of a successful business combination. As such a one time charge was recognized for the incentive granted to the new investors. On February 15, 2022, the Company entered into a Share Purchase Agreement (together, the “Share Purchase Agreements”) with the Sponsor and each of the Investors. Pursuant to the Share Purchase Agreements, the Sponsor agreed to forfeit an aggregate of 1,370,247 of the Founder Shares (the “Founder Shares”) it owns, and the Company agreed to issue an aggregate of 1,370,247 shares of its Class A common stock (or shares of common stock issuable upon conversion thereof) (the “Investor Shares”) to the Investors at the time of the initial Business Combination, for an aggregate purchase price of $4,900. Like the Founder Shares, the Investor Shares will not be transferable or salable until the earlier of (i) one year after the completion of the initial Business Combination or (ii) subsequent to the initial Business Combination, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On February 15, 2022, the Sponsor and each of the Investors also entered into a Warrant Purchase Agreement (together, the “Warrant Purchase Agreements”) under which the Sponsor sold an aggregate of 2,005,243 of its Private Placement Warrants to the Investors (the “Investor Private Placement Warrants”). In order to facilitate the transactions contemplated by the Unit Purchase Agreements, the Share Purchase Agreements and the Warrant Purchase Agreements, on February 15, 2022 the Company, the Sponsor, HMCO Acquisition, LLC, CAVU and members of the Company’s board of directors and/or management team entered into Amendment No. 1 to that certain l a (the “Letter Agreement”) The Company also waived certain transfer restrictions under the Warrant Agreement, dated as of December 8, 2020, between the Company and Continental Stock Transfer & Trust Company, with respect to the Private Placement Warrants purchased by the Investors. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of Private Placement Warrants and the sale of the Private Placement Units, 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) and the Investors with the opportunity to redeem all or a portion of their Public Shares or Private Placement Shares, as applicable, 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. The Public Stockholders and the Investors will be entitled to redeem their Public Shares or Private Placement Shares, as applicable, for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements 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 “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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and CAVU have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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% of the Public Shares, without the prior consent of the Company. The Sponsor and CAVU have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by December 11, 2022 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor or CAVU acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until December 11, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 11, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 11, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. Management intends to close on its business combination before mandatory liquidation date

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 18, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. At March 31, 2022 and December 31, 2021, the majority of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. The Company presents its investments in treasury securities on the condensed balance sheets at amortized cost and adjusts for the amortization or accretion of premiums or discounts. The Company presents its investments in money market funds on the condensed 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 are included in interest income in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,318,165, of which $15,513,589 were charged to temporary equity upon the completion of the Initial Public Offering and $804,576 were expensed to the condensed statements of operations. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). T he Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation, and the Private Warrants were valued using a Black-Scholes Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the private placement warrants has subsequently been measured by reference to the trading price of the Public Warrants. 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.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, public shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Holders of Class A common stock issued in the private placement at the time of the Initial Public Offering had waived their redemption rights and as such those 2,500,000 shares of Class A common stock were classified within permanent equity. On February certain funds and accounts managed by the Investors each entered into Unit Purchase Agreements with CAVU, pursuant to which the Investors, severally and not jointly, purchased an aggregate of Private Placement Units. In order to facilitate the transactions contemplated by the Unit Purchase Agreements, the Share Purchase Agreements and the Warrant Purchase Agreements, on February the Company, the Sponsor, HMCO Acquisition, LLC, CAVU and members of the Company’s board of directors and/or management team entered into the Amendment. The Amendment (i) removed certain transfer restrictions contained in the Letter Agreement from the Private Placement Warrants and Private Placement Units and (ii) eliminated the waiver of the redemption right by the holder of the Private Placement Units in connection with the Company’s initial Business Combination. As a result, the Class A shares included in the Private Placement Unit are now considered redeemable and accordingly classified in temporary equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds from Public Units $ 287,500,000 Gross proceeds from Private Placement Unit 25,000,000 Less: Proceeds allocated to Public Warrants (13,943,750 ) Class A common stock issuance costs (15,513,589 ) Plus: Accretion of carrying value to redemption value 29,457,339 Class A common stock subject to possible redemption as of March 31, 2022 $ 312,500,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 March 31, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance recorded 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and 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. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was approximately 0%, which differs from the expected income tax rate mainly due to the change in the fair value of the warrant liabilities and the start-up costs (discussed above) which are not currently deductible . 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, 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 of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,700,000 shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (30,307) $ (6,970) $ 225,297 $ 51,818 Denominator: Basic and diluted weighted average shares outstanding 31,250,000 7,187,500 31,250,000 7,187,500 Basic and diluted net income (loss) per common share $ ( 0.00 $ ( 0.00 $ 0.01 $ 0.01 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2022
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Public Share and one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2022
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,075,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (or an aggregate of $8,075,000) from the Company in a private placement (see Note 6). Simultaneously with the closing of the Initial Public Offering, CAVU purchased 2,500,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $25,000,000 in a private placement (see Note 1). Each Private Placement Unit consists of one Private Placement Share and one-half

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTIES TRANSACTIONS [Abstract]
RELATED PARTIES TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 12, 2020, the Sponsor purchased 6,468,750 Founder Shares for an aggregate price of $25,000. In November 2020, the Sponsor transferred 25,000 shares of Class B common stock to each of the independent directors, 75,000 shares of Class B common stock to the Chief Executive Officer, 25,000 shares of Class B common stock to the Chief Operating Officer and 10,000 shares of Class B common stock to a financial analyst. On December 8, 2020, the Company effected a stock dividend of 718,750 shares of Class B common stock, resulting in an aggregate of 7,187,500 Founder Shares outstanding. On February 15, 2022, the Sponsor agreed to forfeit an aggregate of 1,370,247 of the Founder Shares it owns to the Investors at the time of the initial Business Combination (see Note 1). The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On October 12, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $183,000 was repaid at the closing of the Initial Public Offering on December 11, 2020. Borrowings are no longer available under the Promissory Note. 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 would 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 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. On February 15, 2022, the Company issued a Working Capital Loan in the principal amount of $2,000,000, $666,697 of which has been drawn down as of March 31, 2022, to the Sponsor. The Working Capital Loan does not bear interest and is repayable in full upon consummation of the initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Loan shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Working Capital Loan, in whole or in part, to warrants of the Company, at a price of $1.00 per warrant, the terms of which will be identical to the terms of the Private Placement Warrants. The Working Capital Loan is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Loan and all other sums payable with regard to the Working Capital Loan becoming immediately due and payable.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties 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 condensed financial statements and 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. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on December 10, 2020, HMCO Acquisition, LLC, a member of the Sponsor, and CAVU will have rights to require the Company to register any of the securities held by them for resale under the Securities Act pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, the holders of the Founder Shares, Private Placement Shares, CAVU Private Placement Warrants, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the CAVU Private Placement Warrants, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company also entered into a Registration Rights Agreement on February 15, 2022 with each of the Investors, which provides for customary demand and piggy-back registration rights for the Investors on the Private Placement Units now owned by them, the Investor Shares and the Investor Private Placement Warrants. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 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.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	3 Months Ended
	Mar. 31, 2022
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 7. STOCKHOLDERS’ DEFICIT P referred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock which are presented as temporary equity Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 7,187,500 shares of common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2022
WARRANTS [Abstract]
WARRANTS	NOTE 8. WARRANTS As of March 31, 2022 and December 31, 2021, there were 15,625,000 Public Warrants outstanding. P ublic The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and; ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor, CAVU or their affiliates, without taking into account any Founder Shares or Private Placement Shares held by the Sponsor or CAVU or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or CAVU or any of their respective affiliates, without taking into account the transfer of Founder Shares, Private Placement Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor or CAVU in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of March 31, 2022 and December 31, 2021, there were 8,075,000 Private Placement Warrants outstanding. The Private Placemen

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022, assets held in the Trust Account were comprised of $312,522,495 in cash and money market funds which are invested primarily in U.S. Treasury Securities. During the three months ended March 31, 2022, the Company did not withdraw any interest income from the Trust Account to pay taxes. At December 31, 2021, assets held in the Trust Account were comprised of $312,514,788 in cash and money market funds which are invested primarily in U.S. Treasury Securities. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay taxes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Assets: March 31, 2022 December 31, 2021 Level Fair Value Level Fair Value Cash and marketable securities held in Trust Account 1 $ 312,522,495 1 $ 312,514,788 Liabilities: Warrant Liability – Public Warrants 1 $ 5,000,000 1 $ 11,718,750 Warrant Liability – Private Placement Warrants 2 $ 2,584,000 2 $ 6,056,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Level 2 financial liabilities consist of the Private Placement Warrant liability. The subsequent measurement of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. Tran sfers to/ from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded during the year ended March 31, 2021 was $20,312,500. There were no transfers to/from Levels 1, 2 and 3 during the three months ended March 31, 2022. The following table presents the changes in the fair value of warrant liabilities: ​ Private Placement Public Warrants Warrant Liabilities Fair value as of December 31, 2020 $ 10,982,000 $ 20,625,000 $ 31,607,000 Change in fair value (161,500 ) (312,500 ) (474,000 ) Transfer to level 1 — (20,312,500 ) (20,312,500 ) Fair value as of March 31, 2021 $ 10,820,500 $ — $ 10,820,500

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 18, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. At March 31, 2022 and December 31, 2021, the majority of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. The Company presents its investments in treasury securities on the condensed balance sheets at amortized cost and adjusts for the amortization or accretion of premiums or discounts. The Company presents its investments in money market funds on the condensed 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 are included in interest income in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,318,165, of which $15,513,589 were charged to temporary equity upon the completion of the Initial Public Offering and $804,576 were expensed to the condensed statements of operations.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). T he Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation, and the Private Warrants were valued using a Black-Scholes Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the private placement warrants has subsequently been measured by reference to the trading price of the Public Warrants.
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.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, public shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Holders of Class A common stock issued in the private placement at the time of the Initial Public Offering had waived their redemption rights and as such those 2,500,000 shares of Class A common stock were classified within permanent equity. On February certain funds and accounts managed by the Investors each entered into Unit Purchase Agreements with CAVU, pursuant to which the Investors, severally and not jointly, purchased an aggregate of Private Placement Units. In order to facilitate the transactions contemplated by the Unit Purchase Agreements, the Share Purchase Agreements and the Warrant Purchase Agreements, on February the Company, the Sponsor, HMCO Acquisition, LLC, CAVU and members of the Company’s board of directors and/or management team entered into the Amendment. The Amendment (i) removed certain transfer restrictions contained in the Letter Agreement from the Private Placement Warrants and Private Placement Units and (ii) eliminated the waiver of the redemption right by the holder of the Private Placement Units in connection with the Company’s initial Business Combination. As a result, the Class A shares included in the Private Placement Unit are now considered redeemable and accordingly classified in temporary equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds from Public Units $ 287,500,000 Gross proceeds from Private Placement Unit 25,000,000 Less: Proceeds allocated to Public Warrants (13,943,750 ) Class A common stock issuance costs (15,513,589 ) Plus: Accretion of carrying value to redemption value 29,457,339 Class A common stock subject to possible redemption as of March 31, 2022 $ 312,500,000
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 March 31, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance recorded 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and 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. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was approximately 0%, which differs from the expected income tax rate mainly due to the change in the fair value of the warrant liabilities and the start-up costs (discussed above) which are not currently deductible .
Net Income 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, 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 of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,700,000 shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (30,307) $ (6,970) $ 225,297 $ 51,818 Denominator: Basic and diluted weighted average shares outstanding 31,250,000 7,187,500 31,250,000 7,187,500 Basic and diluted net income (loss) per common share $ ( 0.00 $ ( 0.00 $ 0.01 $ 0.01
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Reconciliation of Class A Common Stock Subject to Possible Redemption	At March 31, 2022 and December 31, 2021, Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds from Public Units $ 287,500,000 Gross proceeds from Private Placement Unit 25,000,000 Less: Proceeds allocated to Public Warrants (13,943,750 ) Class A common stock issuance costs (15,513,589 ) Plus: Accretion of carrying value to redemption value 29,457,339 Class A common stock subject to possible redemption as of March 31, 2022 $ 312,500,000
Basic and Diluted Net Income Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (30,307) $ (6,970) $ 225,297 $ 51,818 Denominator: Basic and diluted weighted average shares outstanding 31,250,000 7,187,500 31,250,000 7,187,500 Basic and diluted net income (loss) per common share $ ( 0.00 $ ( 0.00 $ 0.01 $ 0.01

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Assets: March 31, 2022 December 31, 2021 Level Fair Value Level Fair Value Cash and marketable securities held in Trust Account 1 $ 312,522,495 1 $ 312,514,788 Liabilities: Warrant Liability – Public Warrants 1 $ 5,000,000 1 $ 11,718,750 Warrant Liability – Private Placement Warrants 2 $ 2,584,000 2 $ 6,056,250
Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: ​ Private Placement Public Warrants Warrant Liabilities Fair value as of December 31, 2020 $ 10,982,000 $ 20,625,000 $ 31,607,000 Change in fair value (161,500 ) (312,500 ) (474,000 ) Transfer to level 1 — (20,312,500 ) (20,312,500 ) Fair value as of March 31, 2021 $ 10,820,500 $ — $ 10,820,500

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Feb. 15, 2022USD ($)$ / sharesshares	Dec. 11, 2020USD ($)$ / sharesshares	Mar. 31, 2022USD ($)Business	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Proceeds from Issuance of Equity [Abstract]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability			$ 9,880,977	$ 0
Transaction costs charged to temporary equity		$ 15,513,589	15,513,589
Transaction costs associated with Initial Public Offering		804,576	804,576
Underwriting fees		5,750,000
Deferred underwriting fees		10,062,500	10,062,500
Other offering costs		505,665
Amount deposited in Trust Account		$ 312,500,000
Net tangible asset threshold for Business Combination			$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent			15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period			100.00%
Period to redeem Public Shares and Private Placement Shares if Business Combination is not completed within Initial Combination Period			10 days
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares		$ 10
Minimum [Member]
Proceeds from Issuance of Equity [Abstract]
Number of operating businesses included in initial Business Combination | Business			1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination			80.00%
Post-transaction ownership percentage of the target business			50.00%
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares		$ 10
Amount of interest to pay dissolution expenses		$ 100,000
Share Purchase Agreement [Member]
Proceeds from Issuance of Equity [Abstract]
Period warrants to become exercisable after completion of business combination			1 year
Share Purchase Agreement [Member] | Sponsor [Member]
Proceeds from Issuance of Equity [Abstract]
Number of shares subject to forfeiture (in shares) | shares	1,370,247
Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares) | shares	2,005,243
Private Placement Warrant [Member] | Warrant Purchase Agreement [Member] | Sponsor [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares) | shares	2,005,243
Common Class A [Member] | Share Purchase Agreement [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share) | $ / shares	$ 12
Number of trading days			20 days
Number of consecutive trading days			30 days
Threshold period after initial Business Combination			150 days
Common Class A [Member] | Share Purchase Agreement [Member] | Sponsor [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) | shares	1,370,247
Gross proceeds from initial public offering	$ 4,900
Initial Public Offering [Member] | Public Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Number of securities called by each unit (in shares) | shares		0.5
Gross proceeds from initial public offering			$ 287,500,000		$ 287,500,000
Gross proceeds from issuance of warrants			13,943,750		13,943,750
Initial Public Offering [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) | shares		28,750,000
Number of securities called by each unit (in shares) | shares		1
Share price (in dollars per share) | $ / shares		$ 10
Gross proceeds from initial public offering		$ 287,500,000
Redemption price (in dollars per share) | $ / shares		$ 10
Initial Public Offering [Member] | Private Placement Units [Member]
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering			$ 25,000,000		$ 25,000,000
Initial Public Offering [Member] | Common Class A [Member]
Proceeds from Issuance of Equity [Abstract]
Number of securities called by each unit (in shares) | shares		1
Over-Allotment Option [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) | shares		3,750,000
Share price (in dollars per share) | $ / shares		$ 10
Private Placement [Member] | Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Share price (in dollars per share) | $ / shares		$ 1
Warrants issued (in shares) | shares		8,075,000
Gross proceeds from issuance of warrants		$ 8,075,000
Private Placement [Member] | Private Placement Units [Member] | CAVU [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) | shares	2,500,000	2,500,000
Share price (in dollars per share) | $ / shares		$ 10
Proceeds from Issuance of Private Placement Units		$ 25,000,000
Private Placement [Member] | Private Placement Units [Member] | Unit Purchase Agreement [Member] | CAVU [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) | shares	2,500,000
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	$ 9,880,977

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($)	Dec. 11, 2020	Mar. 31, 2022
Offering Costs [Abstract]
Offering costs		$ 16,318,165
Transaction costs charged to temporary equity	$ 15,513,589	15,513,589
Transaction costs associated with Initial Public Offering	$ 804,576	$ 804,576

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	Feb. 15, 2022	Dec. 11, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Class A common stock issuance costs			$ 0	$ (5,000)
Class A Common Stock [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Accretion of carrying value to redemption value			29,457,339		$ 29,457,339
Class A common stock subject to possible redemption			$ 312,500,000		287,500,000
Initial Public Offering [Member] | Class A Common Stock [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Shares reclassified to permanent equity (in shares)			2,500,000
Class A common stock issuance costs			$ (15,513,589)		(15,513,589)
Initial Public Offering [Member] | Public Warrant [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds			287,500,000		287,500,000
Proceeds allocated to Public Warrants			(13,943,750)		(13,943,750)
Initial Public Offering [Member] | Private Placement Units [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds			$ 25,000,000		$ 25,000,000
Private Placement [Member] | CAVU [Member] | Private Placement Units [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Units issued (in shares)	2,500,000	2,500,000

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0		$ 0
Accrued interest and penalties	0		$ 0
Income tax expense	$ 0	$ 0
Income tax rate	0.00%	0.00%

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A Common Stock [Member]
Net Income Per Common Share [Abstract]
Warrants exercisable to purchase of aggregate class A common stock (in shares)	23,700,000
Numerator: [Abstract]
Allocation of net income, as adjusted	$ (30,307)	$ 225,297
Denominator: [Abstract]
Weighted average shares outstanding, basic (in shares)	31,250,000	31,250,000
Weighted average shares outstanding, diluted (in shares)	31,250,000	31,250,000
Basic net income per share (in dollars per share)	$ 0	$ 0.01
Diluted net income per share (in dollars per share)	$ 0	$ 0.01
Class B Common Stock [Member]
Numerator: [Abstract]
Allocation of net income, as adjusted	$ (6,970)	$ 51,818
Denominator: [Abstract]
Weighted average shares outstanding, basic (in shares)	7,187,500	7,187,500
Weighted average shares outstanding, diluted (in shares)	7,187,500	7,187,500
Basic net income per share (in dollars per share)	$ 0	$ 0.01
Diluted net income per share (in dollars per share)	$ 0	$ 0.01

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Dec. 11, 2020$ / sharesshares
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	28,750,000
Unit price (in dollars per share) | $ / shares	$ 10
Number of securities called by each unit (in shares)	1
Initial Public Offering [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.5
Warrants exercise price (in dollars per share) | $ / shares	$ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Number of securities called by each warrant (in shares)	1
Over-Allotment Option [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,750,000
Unit price (in dollars per share) | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Feb. 15, 2022	Dec. 11, 2020
Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	2,005,243
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)		8,075,000
Share price (in dollars per share)		$ 1
Gross proceeds from issuance of warrants		$ 8,075,000
Private Placement [Member] | Private Placement Warrants [Member] | CAVU [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)		0.5
Private Placement [Member] | Private Placement Units [Member] | CAVU [Member]
Private Placement Warrants [Abstract]
Share price (in dollars per share)		$ 10
Units issued (in shares)	2,500,000	2,500,000
Proceeds from Issuance of Private Placement Units		$ 25,000,000
Private Placement [Member] | Private Placement Shares [Member] | CAVU [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)		1
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)		1
Warrants exercise price (in dollars per share)		$ 11.50
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member] | CAVU [Member]
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)		1
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Shares [Member] | CAVU [Member]
Private Placement Warrants [Abstract]
Warrants exercise price (in dollars per share)		$ 11.50

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - Founder Shares [Member] - USD ($)	Feb. 15, 2022	Dec. 08, 2020	Oct. 12, 2020	Nov. 30, 2020	Mar. 31, 2022
Sponsor [Member]
Founder Shares [Abstract]
Shares issued (in shares)			6,468,750
Number of shares subject to forfeiture (in shares)	1,370,247
Period warrants to become exercisable after completion of business combination					1 year
Sponsor [Member] | Class A Common Stock [Member]
Founder Shares [Abstract]
Number of consecutive trading days					30 days
Number of trading days					20 days
Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)					$ 12
Threshold period after initial Business Combination					150 days
Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor			$ 25,000
Stock dividend issued (in shares)		718,750
Number of shares outstanding (in shares)		7,187,500
Independent Directors [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)				25,000
Chief Executive Officer [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)				75,000
Chief Operating Officer [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)				25,000
Financial Analyst [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)				10,000

RELATED PARTY TRANSACTIONS, Pro

RELATED PARTY TRANSACTIONS, Promissory Note and Related Party Loans (Details) - USD ($)	Dec. 11, 2020	Mar. 31, 2022	Feb. 15, 2022
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Repayment of debt to related party	$ 183,000
Sponsor [Member] | Promissory Note [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Related party, maximum borrowing capacity		$ 300,000
Sponsor [Member] | Promissory Note [Member] | Warrant Purchase Agreement [Member]
Related Party Transactions [Abstract]
Share price (in dollars per share)			$ 1
Sponsor [Member] | Working Capital Loans [Member] | Warrant Purchase Agreement [Member]
Related Party Transactions [Abstract]
Related party, maximum borrowing capacity			$ 2,000,000
Amount drawn down		$ 666,697
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Share price (in dollars per share)		$ 1
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Related party, maximum borrowing capacity		$ 2,000,000

COMMITMENTS AND CONTINGENCIES,

COMMITMENTS AND CONTINGENCIES, Registration Rights (Details)	Dec. 10, 2020Demand
Maximum [Member]
Registration Rights [Abstract]
Number of demands eligible security holder can make	3

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($)	Mar. 31, 2022	Dec. 11, 2020
Underwriting Agreement [Abstract]
Underwriters deferred fee (in dollars per unit)	$ 0.35
Deferred underwriting fees	$ 10,062,500	$ 10,062,500

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) (Details)	3 Months Ended
	Mar. 31, 2022$ / sharesshares	Dec. 31, 2021$ / sharesshares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Stock conversion basis at time of business combination	1
Stock conversion percentage threshold	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	0	2,500,000
Common stock, shares outstanding (in shares)	0	2,500,000
Voting right per share	one vote
Common stock subject to possible redemption (in shares)	31,250,000	28,750,000
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	7,187,500	7,187,500
Common stock, shares outstanding (in shares)	7,187,500	7,187,500
Voting right per share	one vote

WARRANTS (Details)

WARRANTS (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Warrants [Abstract]
Period for warrants to become exercisable upon closing of business combination	30 days
Period for warrants to become exercisable after IPO	12 months
Expiration period of warrants	5 years
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18
Number of trading days	20 days
Percentage of newly issued price to be adjusted to exercise price of warrants	115.00%
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	180.00%
Warrant redemption trigger price (in dollars per share)	$ 10
Period for warrants to become exercisable	30 days
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Percentage of aggregate gross proceeds from such issuances newly issued price	60.00%
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	15,625,000	15,625,000
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	8,075,000	8,075,000
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Minimum days required to redeem the warrants	30 days
Number days written notice to redeem warrants	30 days
Number of trading days	20 days
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Minimum days required to redeem the warrants	30 days
Number days written notice to redeem warrants	30 days
Period commencing after warrants become exercisable	90 days
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Liabilities [Abstract]
Interest income from Trust Account to pay taxes	$ 0	$ 0
Recurring [Member] | Level 1 [Member]
Assets [Abstract]
Cash and marketable securities held in Trust Account	312,522,495		$ 312,514,788
Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	5,000,000		11,718,750
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	$ 2,584,000		$ 6,056,250

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
FAIR VALUE MEASUREMENTS [Abstract]
Transfers from Level 1 to Level 2	$ 0
Transfers from Level 2 to Level 1	0
Transfers in into Level 3	0
Transfers out of Level 3	0
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Transfer	$ 0
Private Placement Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		$ 10,982,000
Change in fair value		(161,500)
Fair value, end of period		10,820,500
Public Warrants [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		20,625,000
Change in fair value		(312,500)
Fair value, end of period		0
Warrant Liabilities [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period		31,607,000
Change in fair value		(474,000)
Fair value, end of period		10,820,500
Level 1 [Member] | Private Placement Warrants [Member]
FAIR VALUE MEASUREMENTS [Abstract]
Transfers out of Level 3		0
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Transfer		0
Level 1 [Member] | Public Warrants [Member]
FAIR VALUE MEASUREMENTS [Abstract]
Transfers out of Level 3		20,312,500
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Transfer		(20,312,500)
Level 1 [Member] | Warrant Liabilities [Member]
FAIR VALUE MEASUREMENTS [Abstract]
Transfers out of Level 3		20,312,500
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Transfer		$ (20,312,500)