Science Strategic Acquisition Corp Alpha (SSAA) 10-K 12 Apr 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 12, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-39930
Entity Registrant Name	Science Strategic Acquisition Corp. Alpha
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3594633
Entity Address, Address Line One	1447 2nd Street
Entity Address, City or Town	Santa Monica
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	90401
City Area Code	310
Local Phone Number	393-3024
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 301,495,500
Entity Central Index Key	0001830547
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Costa Mesa, California
Unit Each Consisting Of One Class Common Stock And One Third of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	SSAAU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	SSAA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		31,050,000
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50
Trading Symbol	SSAAW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,762,500

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 346,319	$ 20,000
Prepaid expenses - current	337,104
Total Current Assets	683,423	20,000
Deferred offering costs		183,912
Prepaid expenses - noncurrent	27,689
Marketable securities held in Trust Account	310,544,829
TOTAL ASSETS	311,255,941	203,912
Current liabilities:
Accrued offering costs	70,000	151,812
Accrued offering cost - related party		27,100
Accrued Expenses	1,565,635	5,000
Total Current Liabilities	1,635,635	183,912
Non-current liabilities:
Warrant liability	8,544,600
Deferred underwriting fee payable	10,867,500
Total Non-current Liabilities	19,412,100
TOTAL LIABILITIES	21,047,735	183,912
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 31,050,000 and -0- shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	310,500,000
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,224
Accumulated deficit	(20,292,570)	(5,000)
Total Stockholders' (Deficit) Equity	(20,291,794)	20,000
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	311,255,941	203,912
Class A Common Stock Subject to Redemption
Non-current liabilities:
Class A common stock subject to possible redemption, 31,050,000 and -0- shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	310,500,000
Class B Common Stock
Stockholders' (Deficit) Equity
Common stock	$ 776	$ 776

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Temporary equity, shares issued	31,050,000	0
Temporary equity, shares outstanding	31,050,000	0
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	400,000,000	400,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	40,000,000	40,000,000
Common shares, shares issued	7,762,500	7,762,500
Common shares, shares outstanding	7,762,500	7,762,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating costs	$ 5,000	$ 2,947,220
Loss from operations	(5,000)	(2,947,220)
Other income:
Gain on marketable securities held in Trust Account		31,744
Dividend income		13,085
Change in fair value of warrant liability		3,061,166
Other income, net		3,105,995
Income (loss) before provision for income taxes	(5,000)	158,775
Provision for income taxes		800
Net Income (Loss)	$ (5,000)	158,775
Class A Common Stock Subject to Redemption
Other income:
Net Income (Loss)		$ 125,147
Weighted average number of shares outstanding, Basic	0	28,589,754
Weighted average number of shares outstanding, Diluted	0	28,589,754
Net income (loss) per share, Basic	$ 0	$ 0
Net income (loss) per share, Diluted	$ 0	$ 0
Non redeemable Class B common stock
Other income:
Net Income (Loss)	$ (5,000)	$ 33,628
Weighted average number of shares outstanding, Basic	6,750,000	7,682,275
Weighted average number of shares outstanding, Diluted	6,750,000	7,682,275
Net income (loss) per share, Basic	$ 0	$ 0
Net income (loss) per share, Diluted	$ 0	$ 0

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Subject to RedemptionCommon Stock	Class A Common Stock Subject to Redemption	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Oct. 21, 2020	$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Oct. 21, 2020	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors			$ 776	24,224		25,000
Issuance of Class B common stock to Sponsors (in shares)			7,762,500
Net income					(5,000)	(5,000)
Balance at the end at Dec. 31, 2020			$ 776	24,224	(5,000)	20,000
Balance at the end (in shares) at Dec. 31, 2020			7,762,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 31,050,000 Units	$ 285,869,697
Sale of 31,050,000 Units (in shares)	31,050,000
Proceeds received in excess of fair value of public warrants				4,159,734		4,159,734
Remeasurement of Class A common stock subject to possible redemption	$ 24,630,303			$ (4,183,958)	(20,446,345)	(24,630,303)
Net income		$ 125,147			158,775	158,775
Balance at the end at Dec. 31, 2021	$ 310,500,000		$ 776		$ (20,292,570)	$ (20,291,794)
Balance at the end (in shares) at Dec. 31, 2021	31,050,000		7,762,500

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)	12 Months Ended
	Dec. 31, 2021shares
Class A Common Stock
Number of units sold	31,050,000
Class A Common Stock Subject to Redemption | Common Stock
Number of units sold	31,050,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows Used in Operating Activities:
Net operating income (loss)	$ (5,000)	$ 158,775
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized gain on marketable securities held in Trust Account		(44,829)
Change in fair value of warrant liabilities		(3,061,166)
Warrant issuance costs		420,743
Changes in operating assets and liabilities:
Prepaid expenses		(364,794)
Accounts payable and accrued expenses	5,000	1,560,635
Net cash used in operating activities		(1,330,636)
Cash Flows from Investing Activities
Investment of cash in Trust Account		(310,500,000)
Net cash used in investing activities		(310,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid		304,290,000
Proceeds from the sale of Private Placement Warrants		8,210,000
Proceeds from promissory note - related party		300,000
Repayment of promissory note - related party		(300,000)
Payment of offering costs	(5,000)	(343,045)
Net cash provided by financing activities	20,000	312,156,955
Net Change in Cash	20,000	326,319
Cash - Beginning of period		20,000
Cash - End of period	20,000	346,319
Supplemental Non-Cash Investing and Financing Activities:
Initial fair value of warrant liability		11,605,766
Deferred offering costs included in accrued offering costs	$ 178,912	70,000
Initial classification of Class A common stock subject to possible redemption		285,869,697
Remeasurement of Class A common stock subject to possible redemption		24,630,303
Income taxes paid		$ 800

ORGANIZATION AND PLAN OF BUSINE

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2021
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Organization and General Science Strategic Acquisition Corp. Alpha (the “Company”) was incorporated in Delaware on October 22, 2020. The Company is a blank check company 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 (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Sponsor and Initial Financing As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and non-operating income or expense from the change in the fair value of warrant liabilities. The registration statements for the Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 31,050,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 4,050,000 Units, at $10.00 per Unit, generating gross proceeds of $310,500,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,473,333 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to SSAC Alpha Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,210,000, which is described in Note 5. Transaction costs amounted to $17,495,500, consisting of $6,210,000 of underwriting fees, $10,867,500 of deferred underwriting fees and $418,000 of other offering costs. In addition, cash of approximately $2,300,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. The Trust Account Of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the earliest of: (1) the Company’s completion of a Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering which closed on January 28, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s Public Shares if the Company has not completed a Business Combination by January 28, 2023 subject to applicable law. Based on current interest rates, the Company expects that interest earned on the trust account will be sufficient to pay taxes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a stockholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The decision as to whether the Company will seek stockholder approval of a Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the shares of common stock voted are voted in favor of a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company will have until January 28, 2023 to complete its initial Business Combination. If the Company does not complete a Business Combination by such date (or such longer period as provided in an amendment to the Company’s amended and restated certificate of incorporation approved by its stockholders (an “Extension Period”)), it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by January 28, 2023 or during any Extension Period. The initial stockholders have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 6) if the Company fails to complete its initial Business Combination by January 28, 2023 or during any Extension Period. However, if the initial stockholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by January 28, 2023 or during any Extension Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) 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 (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its 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 claims of any kind in or to any monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2021 and December 31, 2020, the Company had $346,319 and $20,000 in cash, respectively, and a working capital deficit of $924,523 and $163,912, respectively. The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or for a minimum of one year from the date of issuance of these financial statements. However, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s cash flow deficit raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates include the fair value of warrant liabilities. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 or December 31, 2020. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Approximately $17.1 million of the offering costs were related to the issuance of Class A common stock and charged to stockholders’ equity and approximately $0.4 million of the offering costs were related to the warrant liabilities and charged to the statements of operations. Marketable Securities Held in Trust Account At December 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through December 31, 2021, the Company has not withdrawn any monies from the Trust Account. The Trust Account was not open as of December 31, 2020. Income Taxes The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from October 22, 2020 (inception) through December 31, 2020. See Note 10 for the income tax provision for the period from January 1, 2021 through December 31, 2021. Net (Income) Loss Per Common Stock Net (income) loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period in compliance with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The remeasurement associated with the redeemable Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 15,823,333 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of Class A common stock subject to possible redemption and non-redeemable Class B common stock and allocates the net income (loss) into the two classes of stock in calculating net income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the net loss by the weighted average number of shares of Class A common stock subject to possible redemption outstanding. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss by the weighted average number of shares of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period From ​ ​ January 1, 2021 ​ October 22, 2020 ​ ​ Through ​ (Inception) Through ​ December 31, 2021 December 31, 2020 Class A common stock subject to possible redemption ​ ​ Numerator: Earnings attributable to Class A common stock subject to possible redemption ​ ​ Net income (loss) ​ $ 125,147 ​ $ — Net earnings (loss) attributable to Class A common stock subject to possible redemption ​ $ 125,147 ​ $ — Denominator: Weighted average shares of Class A common stock subject to possible redemption ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 28,589,754 ​ — Basic and diluted net income per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B common stock ​ ​ Numerator: Earnings attributable to Class B common stock ​ ​ Net income (loss) ​ $ 33,628 ​ $ (5,000) Non-redeemable net earnings (loss) ​ $ 33,628 ​ $ (5,000) Denominator: Weighted average shares of non-redeemable Class B common stock ​ ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock ​ 7,682,275 ​ 6,750,000 Basic and diluted net earnings (loss) per share, non-redeemable Class B common stock ​ $ 0.00 ​ $ (0.00) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. 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 balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrants Exercisable for Class A Common Stock The Company accounted for the 15,823,333 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. ​ Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2021, the Class A common stock subject to possible redemption, classified as temporary equity in the balance sheet, is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from initial public offering $ 310,500,000 Less: ​ Proceeds allocated to public warrants ​ (7,555,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (17,074,803) Plus: ​ Re-measurement on Class A common stock subject to possible redemption amount ​ 24,630,303 Class A common stock subject to possible redemption, December 31, 2021 ​ $ 310,500,000 ​ Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On January 28, 2021, pursuant to the Initial Public Offering, the Company sold 31,050,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,050,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,473,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,210,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. $6,210,000 of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by January 28, 2023 or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — Founder Shares On October 29, 2020, the Sponsor purchased 6,468,750 Founder Shares for an aggregate purchase price of $25,000. On January 25, 2021, the Company effected a stock dividend of 1,293,750 shares of Class B common stock to holders of Class B common stock on a pro rata basis based on their holdings, resulting in the Company’s initial stockholders holding an aggregate of 7,762,500 shares of Class B common stock (see Note 7). All share and per-share amounts have been retroactively restated to reflect the stock dividend. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B common stock or Class A common stock received upon conversion thereof (together, “Founder Shares”) until the earlier 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 dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) 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, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On October 29, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 remained outstanding at the closing of the Initial Public Offering on January 28, 2021. On February 2, 2021, the Company repaid the Promissory Note in full. Administrative Services Agreement The Company entered into an agreement pursuant to which it pays an affiliate of the Sponsor $10,000 per month for office space, administrative and support commencing on the date that securities of the Company were first listed on the Nasdaq Capital Market. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. Related Party Loans The Company had an affiliated company pay for certain offering costs which totaled $27,100 as of December 31, 2020 and is included in accrued offering costs.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 6 — Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $10,867,500 in the aggregate. Pursuant to the terms of the underwriting agreement, the deferred fee will be waived by the underwriter in the event that the Company does not complete a Business Combination by January 28, 2023.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7 — Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the completion 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 issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A common stock will be adjusted (subject to waiver by holders of a majority of the Class B common stock) so that the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the Initial Public Offering plus the number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2021
WARRANTS
WARRANTS	NOTE 8 — WARRANTS Warrants If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement governing the Warrants (the “Warrant Agreement”). The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However except as described below, the 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 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 the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution form the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the 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 the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate a 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, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. ​ 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 commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of shares of the Class A common stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00 . ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. If and when the Public 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units that were sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and are exercisable by such holders on the same basis as the Public Warrants. The Warrants are not considered to be indexed to the Company’s stock price. In accordance with ASC 815, the warrants were classified as a liability in the total amount of $11.6 million at January 28, 2021. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of December 31, 2021 and December 31, 2020 the fair value of the warrant liability was $8,544,600 and zero, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management’s judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the period from January 1, 2021 through December 31, 2021. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Cash and marketable securities held in trust account ​ $ 310,544,829 ​ $ — ​ $ — Liabilities ​ ​ ​ Public Warrants ​ $ 5,589,000 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ — ​ $ 2,955,600 ​ The following table is a rollforward of changes in Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Total Level 3 ​ ​ Public ​ Placement ​ Fair Value ​ ​ Warrants ​ Warrants ​ Measurements Derivative warrant liabilities at October 22, 2020 (inception) ​ $ — ​ $ — ​ $ — Initial fair value at issuance of Public Warrants and Private Placement Warrants ​ 7,555,500 ​ 4,050,266 ​ 11,605,766 Change in fair value ​ (1,966,500) ​ (1,094,466) ​ (3,061,166) Transfer of Public Warrants to Level 1 measurement ​ (5,589,000) ​ — ​ (5,589,000) Level 3 derivative warrant liabilities as of December 31, 2021 ​ $ — ​ $ 2,955,600 ​ $ 2,955,600 ​ Measurement At December 31, 2021, the Company’s warrant liability was valued at $8,544,600. Under the guidance in Subtopic 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Warrants were initially valued using a Monte Carlo simulation model, with the observable assumptions as provided in the table below. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrant was used as the fair value for the Public Warrants as of each relevant date and the Private Placement Warrants are valued using a Monte Carlo simulation model. The key inputs into the Monte Carlo simulation model formula were as follows at January 28, 2021 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 28, 2021 ​ December 31, 2021 ​ ​ ​ Private ​ ​ ​ ​ Private ​ ​ ​ Placement ​ Public ​ Placement ​ Input Warrants ​ Warrants ​ Warrants Ordinary shares price ​ $ 9.76 ​ $ 9.76 ​ $ 9.75 Exercise price ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 Risk-free rate of interest ​ 0.57 % ​ 0.57 % ​ 1.34 % Volatility ​ 14.0 % ​ 14.0 % ​ 9.1 % Term ​ 5.93 ​ ​ 5.93 ​ ​ 6.00 ​ Warrant to buy one share (unadjusted for the probability of dissolution) ​ $ 0.84 ​ $ 0.83 ​ $ 0.54 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.74 ​ $ 0.73 ​ $ 0.54 ​ Dividend yield ​ ​ 0.00 % ​ 0.00 % 0.00 % ​

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2021
INCOME TAX
INCOME TAX	NOTE 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2021 is as follows: ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Start up costs ​ $ 488,560 Net operating loss carryforward ​ 32,586 Deferred tax assets ​ 521,146 Valuation allowance ​ (521,146) Net deferred tax asset ​ $ — ​ The income tax provision for the year ended December 31, 2021 consists of the following: ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Current expense (benefit) ​ Federal ​ $ — State ​ 800 Deferred expense (benefit) ​ Federal ​ (521,146) State ​ — Change in Valuation Allowance ​ 521,146 Income tax benefit ​ $ 800 ​ As of December 31, 2021, the Company has federal net operating loss carryforwards of $32,586 that may be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $521,146. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.5 % Change in fair value of warrant liabilities (404.9) % Unrealized gain on marketable securities 0.0 % Change in fair value of Class A common stock subject to possible redemption 0.0 % Transaction costs related to warrant liabilities 55.6 % Change in valuation allowance 328.2 % Income tax benefit 0.5 % ​ The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value of warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. The Company considers California to be a significant state tax jurisdiction.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the audited balance sheet date through the date that the audited financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. ​

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates include the fair value of warrant liabilities.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 or December 31, 2020.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Approximately $17.1 million of the offering costs were related to the issuance of Class A common stock and charged to stockholders’ equity and approximately $0.4 million of the offering costs were related to the warrant liabilities and charged to the statements of operations.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through December 31, 2021, the Company has not withdrawn any monies from the Trust Account. The Trust Account was not open as of December 31, 2020.
Income Taxes	Income Taxes The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from October 22, 2020 (inception) through December 31, 2020. See Note 10 for the income tax provision for the period from January 1, 2021 through December 31, 2021.
Net (Income) Loss Per Common Stock	Net (Income) Loss Per Common Stock Net (income) loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period in compliance with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The remeasurement associated with the redeemable Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 15,823,333 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of Class A common stock subject to possible redemption and non-redeemable Class B common stock and allocates the net income (loss) into the two classes of stock in calculating net income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the net loss by the weighted average number of shares of Class A common stock subject to possible redemption outstanding. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss by the weighted average number of shares of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period From ​ ​ January 1, 2021 ​ October 22, 2020 ​ ​ Through ​ (Inception) Through ​ December 31, 2021 December 31, 2020 Class A common stock subject to possible redemption ​ ​ Numerator: Earnings attributable to Class A common stock subject to possible redemption ​ ​ Net income (loss) ​ $ 125,147 ​ $ — Net earnings (loss) attributable to Class A common stock subject to possible redemption ​ $ 125,147 ​ $ — Denominator: Weighted average shares of Class A common stock subject to possible redemption ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 28,589,754 ​ — Basic and diluted net income per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B common stock ​ ​ Numerator: Earnings attributable to Class B common stock ​ ​ Net income (loss) ​ $ 33,628 ​ $ (5,000) Non-redeemable net earnings (loss) ​ $ 33,628 ​ $ (5,000) Denominator: Weighted average shares of non-redeemable Class B common stock ​ ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock ​ 7,682,275 ​ 6,750,000 Basic and diluted net earnings (loss) per share, non-redeemable Class B common stock ​ $ 0.00 ​ $ (0.00) ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
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 balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrants Exercisable for Class A Common Stock	Warrants Exercisable for Class A Common Stock The Company accounted for the 15,823,333 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2021, the Class A common stock subject to possible redemption, classified as temporary equity in the balance sheet, is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from initial public offering $ 310,500,000 Less: ​ Proceeds allocated to public warrants ​ (7,555,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (17,074,803) Plus: ​ Re-measurement on Class A common stock subject to possible redemption amount ​ 24,630,303 Class A common stock subject to possible redemption, December 31, 2021 ​ $ 310,500,000
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period From ​ ​ January 1, 2021 ​ October 22, 2020 ​ ​ Through ​ (Inception) Through ​ December 31, 2021 December 31, 2020 Class A common stock subject to possible redemption ​ ​ Numerator: Earnings attributable to Class A common stock subject to possible redemption ​ ​ Net income (loss) ​ $ 125,147 ​ $ — Net earnings (loss) attributable to Class A common stock subject to possible redemption ​ $ 125,147 ​ $ — Denominator: Weighted average shares of Class A common stock subject to possible redemption ​ ​ Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption ​ 28,589,754 ​ — Basic and diluted net income per share, Class A common stock subject to possible redemption ​ $ 0.00 ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B common stock ​ ​ Numerator: Earnings attributable to Class B common stock ​ ​ Net income (loss) ​ $ 33,628 ​ $ (5,000) Non-redeemable net earnings (loss) ​ $ 33,628 ​ $ (5,000) Denominator: Weighted average shares of non-redeemable Class B common stock ​ ​ Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock ​ 7,682,275 ​ 6,750,000 Basic and diluted net earnings (loss) per share, non-redeemable Class B common stock ​ $ 0.00 ​ $ (0.00)
Schedule of reconciliation of class A common stock subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds from initial public offering $ 310,500,000 Less: ​ Proceeds allocated to public warrants ​ (7,555,500) Offering costs allocated to Class A common stock subject to possible redemption ​ (17,074,803) Plus: ​ Re-measurement on Class A common stock subject to possible redemption amount ​ 24,630,303 Class A common stock subject to possible redemption, December 31, 2021 ​ $ 310,500,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Cash and marketable securities held in trust account ​ $ 310,544,829 ​ $ — ​ $ — Liabilities ​ ​ ​ Public Warrants ​ $ 5,589,000 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ — ​ $ 2,955,600
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Total Level 3 ​ ​ Public ​ Placement ​ Fair Value ​ ​ Warrants ​ Warrants ​ Measurements Derivative warrant liabilities at October 22, 2020 (inception) ​ $ — ​ $ — ​ $ — Initial fair value at issuance of Public Warrants and Private Placement Warrants ​ 7,555,500 ​ 4,050,266 ​ 11,605,766 Change in fair value ​ (1,966,500) ​ (1,094,466) ​ (3,061,166) Transfer of Public Warrants to Level 1 measurement ​ (5,589,000) ​ — ​ (5,589,000) Level 3 derivative warrant liabilities as of December 31, 2021 ​ $ — ​ $ 2,955,600 ​ $ 2,955,600
Schedule of quantitative information regarding fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 28, 2021 ​ December 31, 2021 ​ ​ ​ Private ​ ​ ​ ​ Private ​ ​ ​ Placement ​ Public ​ Placement ​ Input Warrants ​ Warrants ​ Warrants Ordinary shares price ​ $ 9.76 ​ $ 9.76 ​ $ 9.75 Exercise price ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 Risk-free rate of interest ​ 0.57 % ​ 0.57 % ​ 1.34 % Volatility ​ 14.0 % ​ 14.0 % ​ 9.1 % Term ​ 5.93 ​ ​ 5.93 ​ ​ 6.00 ​ Warrant to buy one share (unadjusted for the probability of dissolution) ​ $ 0.84 ​ $ 0.83 ​ $ 0.54 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.74 ​ $ 0.73 ​ $ 0.54 ​ Dividend yield ​ ​ 0.00 % ​ 0.00 % 0.00 %

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2021
INCOME TAX
Schedule of Company's net deferred tax assets	The Company’s net deferred tax assets at December 31, 2021 is as follows: ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Start up costs ​ $ 488,560 Net operating loss carryforward ​ 32,586 Deferred tax assets ​ 521,146 Valuation allowance ​ (521,146) Net deferred tax asset ​ $ —
Schedule of Income tax provision	The income tax provision for the year ended December 31, 2021 consists of the following: ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Current expense (benefit) ​ Federal ​ $ — State ​ 800 Deferred expense (benefit) ​ Federal ​ (521,146) State ​ — Change in Valuation Allowance ​ 521,146 Income tax benefit ​ $ 800
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.5 % Change in fair value of warrant liabilities (404.9) % Unrealized gain on marketable securities 0.0 % Change in fair value of Class A common stock subject to possible redemption 0.0 % Transaction costs related to warrant liabilities 55.6 % Change in valuation allowance 328.2 % Income tax benefit 0.5 %

ORGANIZATION AND PLAN OF BUSI_2

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details)	Jan. 28, 2021USD ($)$ / sharesshares	Oct. 29, 2020USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)item$ / sharesshares	Dec. 31, 2020USD ($)
Subsidiary, Sale of Stock [Line Items]
Issue price per unit | $ / shares				$ 10
Sale of Private Placement Warrants (in shares) | shares				15,823,333
Proceeds from the sale of Private Placement Warrants				$ 8,210,000
Transaction Costs	$ 17,495,500
Underwriting fees	6,210,000
Deferred underwriting fee payable	10,867,500			10,867,500
Other offering costs	418,000
Cash	$ 2,300,000		$ 20,000	346,319	$ 20,000
Working Capital				$ 924,523	$ 163,912
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Maturity days of funds in the Trust Account				185 days
Threshold Minimum Aggregate Fair Market Value As Percentage Of Net Assets Held In trust Account				80.00%
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | item				2
Condition for future business combination threshold Net Tangible Assets				$ 5,000,001
Aggregate purchase price			$ 25,000
Number of days to redeem shares if business combination is not completed by specified date				10 days
Maximum interest to pay dissolution expenses				$ 100,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	31,050,000
Proceeds from issuance initial public offering	$ 310,500,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	5,473,333			5,473,333
Price of warrant | $ / shares	$ 1.50			$ 1.50
Proceeds from the sale of Private Placement Warrants	$ 8,210,000			$ 8,210,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	4,050,000
Issue price per unit | $ / shares	$ 10
Class B Common Stock | Sponsor | Founder Shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 25,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Federal Depository Insurance Coverage	250,000
Offering costs charged to shareholders' equity	17,100,000
Offering costs related to warrant liabilities	$ 400,000
Number of warrants to purchase shares issued	15,823,333

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption
Net income (loss)	$ (5,000)	$ 158,775
Net loss minus net earnings
Net income (loss)	$ (5,000)	158,775
Class A Common Stock Subject to Redemption
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption
Net income (loss)		125,147
Net earnings (loss) attributable to Class A common stock subject to possible redemption		125,147
Net loss minus net earnings
Net income (loss)		$ 125,147
Denominator: Weighted average Class of Ordinary shares
Basic and diluted weighted average shares outstanding	0	28,589,754
Basic and diluted weighted average shares outstanding	0	28,589,754
Basic and diluted net earnings (loss) per share	$ 0	$ 0
Basic and diluted net earnings (loss) per share	$ 0	$ 0
Non redeemable Class B common stock
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption
Net income (loss)	$ (5,000)	$ 33,628
Net loss minus net earnings
Net income (loss)	(5,000)	33,628
Non-redeemable net earnings (loss)	$ (5,000)	$ 33,628
Denominator: Weighted average Class of Ordinary shares
Basic and diluted weighted average shares outstanding	6,750,000	7,682,275
Basic and diluted weighted average shares outstanding	6,750,000	7,682,275
Basic and diluted net earnings (loss) per share	$ 0	$ 0
Basic and diluted net earnings (loss) per share	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Class A common stock subject to possible redemption	$ 310,500,000
Class A Common Stock Subject to Redemption
Gross proceeds from initial public offering	310,500,000
Proceeds allocated to public warrants	(7,555,500)
Offering costs allocated to Class A common stock subject to possible redemption	(17,074,803)
Re-measurement on Class A common stock subject to possible redemption amount	24,630,303
Class A common stock subject to possible redemption	$ 310,500,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jan. 28, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Issue price per unit.		$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	31,050,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,050,000
Issue price per unit.	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jan. 28, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		15,823,333
Aggregate purchase price		$ 8,210,000
Amount held in the trust account from private placement warrants issuance proceeds		$ 6,210,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,473,333	5,473,333
Price of warrants	$ 1.50	$ 1.50
Aggregate purchase price	$ 8,210,000	$ 8,210,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 25, 2021shares	Oct. 29, 2020USD ($)shares	Dec. 31, 2020USD ($)	Dec. 31, 2021item$ / shares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		6,468,750
Aggregate purchase price | $		$ 25,000
Share dividend	1,293,750
Aggregate number of shares owned	7,762,500
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 years

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Feb. 02, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 29, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party		$ 300,000
Accrued offering cost - related party			$ 27,100
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Repayment of promissory note - related party	$ 300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Related Party Loans
Related Party Transaction [Line Items]
Accrued offering cost - related party			$ 27,100

COMMITMENTS (Details)

COMMITMENTS (Details)	Dec. 31, 2021USD ($)item$ / shares	Jan. 28, 2021USD ($)
COMMITMENTS
Number of demands securities are entitled to | item	3
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 10,867,500	$ 10,867,500

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	12 Months Ended
	Dec. 31, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Class B common stock conversion ratio to Class B	1
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	31,050,000	0
Class A common stock subject to possible redemption, outstanding (in shares)	31,050,000	0
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	400,000,000	400,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	40,000,000	40,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	7,762,500	7,762,500
Common shares, shares outstanding (in shares)	7,762,500	7,762,500
Ratio to be applied to the stock in the conversion	20

WARRANTS (Details)

WARRANTS (Details)	12 Months Ended
	Dec. 31, 2021USD ($)itemD$ / shares	Jan. 28, 2021USD ($)	Dec. 31, 2020USD ($)
Class of Warrant or Right [Line Items]
Fair value of warrant liabilities | $	$ 8,544,600	$ 11,600,000
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold issue price per share	$ 9.20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Maximum period after business combination in which to file registration statement	15 days
Public Warrants | Class A Common Stock
Class of Warrant or Right [Line Items]
Threshold issue price per share	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60.00%
Trading period after business combination used to measure dilution of warrant | D	20
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | item	20
Threshold consecutive trading days for redemption of public warrants | item	30
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days
Public And Private Placement Warrants
Class of Warrant or Right [Line Items]
Fair value of warrant liabilities | $	$ 8,544,600		$ 0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2021	Jan. 28, 2021
Assets:
Cash and marketable securities held in trust account	$ 310,544,829
Liabilities:
Warrant liability	8,544,600	$ 11,600,000
Level 1 | Recurring
Assets:
Cash and marketable securities held in trust account	310,544,829
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	5,589,000
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 2,955,600

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3	14 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at October 22, 2020 (inception)	$ 0
Initial fair value at issuance of public warrants and private placement warrants	11,605,766
Change in fair value	(3,061,166)
Transfer of public warrants to Level 1 measurement	(5,589,000)
Level 3 derivative warrant liabilities as of December 31, 2021	2,955,600
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at October 22, 2020 (inception)	0
Initial fair value at issuance of public warrants and private placement warrants	7,555,500
Change in fair value	(1,966,500)
Transfer of public warrants to Level 1 measurement	(5,589,000)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at October 22, 2020 (inception)	0
Initial fair value at issuance of public warrants and private placement warrants	4,050,266
Change in fair value	(1,094,466)
Level 3 derivative warrant liabilities as of December 31, 2021	$ 2,955,600

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details)	Dec. 31, 2021	Jan. 28, 2021
Ordinary shares price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.75	9.76
Ordinary shares price | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		9.76
Exercise price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Exercise price | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		11.50
Risk-free rate of interest | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.34	0.57
Risk-free rate of interest | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.57
Volatility | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.1	14
Volatility | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		14
Term | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	6	5.93
Term | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		5.93
Warrant to buy one share (unadjusted for the probability of dissolution) | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.54	0.84
Warrant to buy one share (unadjusted for the probability of dissolution) | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.83
Warrant to buy one share (adjusted for the probability of dissolution) | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.54	0.74
Warrant to buy one share (adjusted for the probability of dissolution) | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.73
Dividend yield | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0
Dividend yield | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0

INCOME TAX - Deferred Tax asset

INCOME TAX - Deferred Tax assets (Details)	Dec. 31, 2021USD ($)
INCOME TAX
Start up costs	$ 488,560
Net operating loss carryforward	32,586
Deferred tax assets	521,146
Valuation allowance	$ (521,146)

INCOME TAX - Schedule of income

INCOME TAX - Schedule of income tax provision (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Current expense (benefit)
State	$ 800
Deferred expense (benefit)
Federal	(521,146)
Change in Valuation Allowance	521,146
Income tax benefit	$ 800

INCOME TAX - Schedule of reconc

INCOME TAX - Schedule of reconciliation of the federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2021
INCOME TAX
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.50%
Change in fair value of warrant liabilities	(404.90%)
Unrealized gain on marketable securities	0.00%
Change in fair value of Class A common stock subject to possible redemption	0.00%
Transaction costs related to warrant liabilities	55.60%
Change in valuation allowance	328.20%
Income tax benefit	0.50%

INCOME TAX - Additional Informa

INCOME TAX - Additional Information (Details)	Dec. 31, 2021USD ($)
INCOME TAX
federal net operating loss carryforwards	$ 32,586
Change in the valuation allowance	$ 521,146