Liberty Media Acquisition Corp - Series A (LMACA) 10-K 31 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Feb. 28, 2022	Jun. 30, 2021
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-39920
Entity Registrant Name	LIBERTY MEDIA ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3809075
Entity Address, Address Line One	12300 Liberty Boulevard
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5800
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	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 572.9
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, New York
Entity Central Index Key	0001831992
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant
Trading Symbol	LMACU
Security Exchange Name	NASDAQ
Series A common stock
Document and Entity Information
Title of 12(b) Security	Series A common stock, par value $0.0001 per share
Trading Symbol	LMACA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		57,500,000
Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50
Trading Symbol	LMACW
Security Exchange Name	NASDAQ
Series F common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		14,375,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 287,403
Prepaid expenses and other current assets	694,950
Deferred offering costs associated with IPO		$ 797,479
Total current assets	982,353	797,479
Cash and marketable securities held in Trust Account	575,053,412
Prepaid expenses and other assets	49,102
Total assets	576,084,867	797,479
Current liabilities:
Accounts payable and accrued expenses	442,342	619,296
Sponsor loans (note 4)	727,825	154,483
Other current liabilities	239,999
Total current liabilities	1,410,166	773,779
Noncurrent liabilities:
Deferred offering costs	20,125,000
Total liabilities	75,666,032	773,779
Commitments and contingencies (note 5)
Common stock subject to possible redemption, 57,500,000 shares at redemption value	575,053,412
Stockholder's equity (deficit):
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	23,562	23,562
Accumulated deficit	(74,659,577)	(1,300)
Total stockholder's equity (deficit)	(74,634,577)	23,700
Total liabilities and stockholder's equity (deficit)	576,084,867	797,479
Public Warrants
Noncurrent liabilities:
Warrants	20,125,000
Private Placement Warrants
Noncurrent liabilities:
Warrants	18,600,000
Forward Purchase Agreement
Noncurrent liabilities:
Warrants	15,405,866
Series A common stock
Stockholder's equity (deficit):
Common stock
Series B common stock
Stockholder's equity (deficit):
Common stock
Series C common stock
Stockholder's equity (deficit):
Common stock
Series F common stock
Stockholder's equity (deficit):
Common stock	$ 1,438	$ 1,438

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Jan. 21, 2021	Jan. 20, 2021	Dec. 31, 2020
Common Stock Shares Subject To Forfeiture	57,500,000			57,500,000
Preferred stock, par value	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000		50,000,000
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Series A common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000	2,000,000,000	3,000,000,000
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
Series B common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000	300,000,000	1,000,000,000
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
Series C common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	5,000,000,000	5,000,000,000		5,000,000,000
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
Series F common stock
Common stock, par value	$ 0.0001			$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000		200,000,000
Common stock, shares issued	14,375,000			14,375,000
Common stock, shares outstanding	14,375,000			14,375,000

Statements of Operations

Statements of Operations - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
General, administrative and formation costs	$ (1,300)	$ (2,805,400)
Income (loss) from operations	(1,300)	(2,805,400)
Other income (expense)
Interest expense		(144,393)
Interest income on marketable securities held in Trust Account		53,412
Realized and unrealized gains (losses), net		(21,060,185)
Total other income (expense)		(21,151,166)
Net earnings (loss)	$ (1,300)	$ (23,956,566)
Series A common stock
Other income (expense)
Basic net earnings (loss) per share		$ (1.10)
Series F common stock
Other income (expense)
Basic net earnings (loss) per share	$ 0	(1.10)
Diluted net earnings (loss) per share	$ 0	$ (1.10)

Statement of Cash Flows

Statement of Cash Flows - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net earnings (loss)	$ (1,300)	$ (23,956,566)
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Accrued expenses	1,300
Realized and unrealized (gains) losses, net		21,060,185
Non-cash interest expense		144,393
Interest earned on Trust Account		(53,412)
Changes in current assets and current liabilities:
Prepaid and other assets		(744,052)
Accounts payable and accrued expenses		(176,954)
Net cash used in operating activities		(3,726,406)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(575,000,000)
Net cash used in investing activities		(575,000,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering		575,000,000
Proceeds from private placement		15,000,000
Payments of offering costs		(11,831,708)
Borrowings on Sponsor loans		1,000,000
Payments on Sponsor loans		(154,483)
Net cash provided by financing activities		579,013,809
Net Change in Cash		287,403
Cash - Beginning of period
Cash - End of period		287,403
Supplemental Disclosure of Non-cash Financing Activities:
Deferred offering costs paid by Sponsor for issuance of Series F common stock	25,000
Deferred offering costs included in accrued offering costs	617,996
Deferred offering costs paid by Sponsor	$ 154,483
Deferred underwriters' costs		$ 20,125,000

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) - USD ($)	Common StockSeries F common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Nov. 05, 2020
Stockholder's equity rollforward
Issuance of Series F common stock to Sponsor	1,438	23,562		25,000
Net earnings (loss)			(1,300)	(1,300)
Balance at Dec. 31, 2020	1,438	23,562	(1,300)	23,700
Stockholder's equity rollforward
Net earnings (loss)			(23,956,566)	(23,956,566)
Measurement adjustment on redeemable common stock			(50,701,711)	(50,701,711)
Balance at Dec. 31, 2021	$ 1,438	$ 23,562	$ (74,659,577)	$ (74,634,577)

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Organization and Business Operations
Organization and Business Operations	(1) Organization and Business Operations Organization and General Liberty Media Acquisition Corporation (the "Company") is a blank check company incorporated in Delaware on November 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar initial business combination with one or more businesses. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On January 21, 2021, the Company filed a restated certificate of incorporation to increase its authorized shares of Series A common stock from 2 billion shares to 3 billion shares and Series B Common Stock from 300 million shares to 1 billion shares. The Company’s authorized Series C Common Stock remains at 5 billion shares; Series F Common stock remains at 200 million shares and Preferred Stock remains at 50 million shares. As of December 31, 2021, the Company had not commenced any operations. From November 6, 2020 (inception) until the Company’s initial public offering (“IPO”) on January 26, 2021, the Company’s entire activity was in preparation for the Company’s IPO, and, following the Company’s IPO through December 31, 2021, the Company’s entire activity has been limited to the search for a prospective initial business combination. The Company will not generate any operating revenue until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO, and non-operating unrealized gains and losses related to financial instruments initially recorded at the IPO date. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s IPO was declared effective on January 21, 2021 (the "Effective Date"). On January 26, 2021, the Company consummated the IPO of 57,500,000 units, each consisting of one share of Series A common stock of the Company and one Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial business combination. The Company’s initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of signing an agreement to enter into an initial business combination. However, the Company will only complete an initial business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an initial 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 the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by Delaware Law or stock exchange rule, the decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus 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 shares of common stock subject to redemption have been recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will have until January 26, 2023 to consummate an initial business combination (the "Combination Period"). However, if the Company is unable to complete an initial business combination within the Combination Period or 27 months from the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by January 26, 2023 (an “agreement in principle event”), the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding Public Shares, subject to applicable law and as further described in the prospectus filed on January 25, 2021 with the Securities and Exchange Commission, and then seek to dissolve and liquidate. The Company’s sponsor, Liberty Media Acquisition Sponsor, LLC (the “Sponsor”), and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in note 3), Private Placement Warrants and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity and Going Concern As of December 31, 2021, the Company had cash outside the Trust Account of $287,403 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial business combination, and is restricted for use either in an initial business combination or to redeem common stock. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor under the Note (as defined in note 3) in an aggregate amount of $169,933, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, and borrowings under the Working Capital Loan with the Sponsor (as defined in note 3). The Company anticipates that the $287,403 outside of the Trust Account as of December 31, 2021, and the unused portion of the Working Capital Loan will be sufficient to allow the Company to operate through January 26, 2023, assuming that an initial business combination is not consummated during that time. Until consummation of its initial business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loan from the Sponsor, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the initial business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor and/or third parties. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, Presentation of Financial Statements — Going Concern , management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by January 26, 2023 (unless such a period is extended as described herein), then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 26, 2023. ​ Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Emerging Growth Company Status Use of Estimates Cash and Cash Equivalents Cash and Marketable Securities Held in Trust Account Concentration of Credit Risk Common Stock Subject to Possible Redemption Distinguishing Liabilities from Equity Net Earnings (Loss) per Share ​ Below is a reconciliation of the net earnings (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the period from ​ ​ year ​ November 6, 2020 ​ ​ ended ​ (inception) through ​ ​ December 31, ​ December 31, ​ ​ 2021 ​ 2020 Net earnings (loss) ​ $ (23,956,566) ​ ​ (1,300) Adjustment to Redeemable Series A Common Stock ​ ​ (50,701,711) ​ ​ — Net earnings (loss) attributable to shareholders ​ $ (74,658,277) ​ (1,300) ​ ​ ​ ​ ​ ​ ​ Redeemable Series A Common Stock ​ ​ ​ ​ Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock ​ $ (58,972,498) ​ ​ — Denominator: Basic and diluted ​ ​ 53,561,644 ​ ​ — Basic and diluted ​ $ (1.10) ​ ​ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Series F Common Stock ​ ​ ​ ​ ​ ​ Numerator: Earnings (loss) allocable to Non-Redeemable Series F Common Stock ​ $ (15,685,779) ​ ​ (1,300) Denominator: Basic diluted ​ ​ 14,246,575 ​ ​ 12,500,000 Basic diluted ​ $ (1.10) ​ $ (0.00) ​ Offering Costs Expenses of Offering Fair Value of Financial Instruments Fair Value Measurements and Disclosures Fair Value Measurements ● 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description ​ Level 2021 Assets: ​ Marketable securities held in Trust Account ​ 1 ​ $ 575,053,412 Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ 1 ​ $ 20,125,000 Forward Purchase Agreement 2 ​ $ 15,405,866 Private Placement Warrants ​ 2 ​ $ 18,600,000 Conversion feature of Working Capital Loan ​ 2 ​ $ 239,999 ​ The fair value of the Forward Purchase Agreement (as described in note 3) is calculated as the difference between the present value of the aggregate $250,000,000 commitment and the fair value of the common stock and warrants to be issued pursuant to the Forward Purchase Agreement, based on the public trading price of the Units issued in the Company’s IPO. The fair value of the Private Placement Warrants is reported in the foregoing table as Level 2 fair value. The fair value of the Private Placement Warrants was derived from a Black-Scholes option pricing model using observable market data as the significant inputs. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, and the expected term. Expected stock price volatility is based on the implied volatility of the Public Warrants. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. The fair value of the Public Warrants was determined using the close price as of the reporting date. The fair value of the Private Placement Warrants was estimated at December 31, 2021 using the following assumptions: ​ ​ ​ ​ ​ ​ ​ Estimated dividend yield ​ 0.00% Expected volatility ​ 22% Risk-free interest rate ​ 1.50% Expected term (years) ​ 5 ​ Income Taxes Income Taxes Public Warrants Forward Purchase Agreement Private Placement Warrants Recent Accounting Pronouncements

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions
Related Party Transactions	(3) Related Party Transactions Founder Shares Private Placement Warrants Forward Purchase Agreement one share of Series B common stock (the “Forward Purchase Shares”), and one Services Agreement and Facilities Sharing Agreement Promissory Note and Related Party Loans and an additional $1,000,000 was borrowed during the first quarter of 2022 operations. The debt balance will be accreted up to its par value using the effective interest rate method from the initial borrowing date to expected maturity. Interest expense for the year ended December 31, 2021 related entirely to the amortization of the discount. As of December 31, 2021, the unamortized discount was $272,175. The maturity date is the expected date of the initial business combination and therefore the conversion feature liability and the debt have been classified as current as of December 31, 2021. The conversion feature has been included in the other current liabilities line item in the accompanying balance sheet. Other In addition, each independent director receives annual cash compensation of $75,000. The Sponsor, officers and directors of the Company, and LMC and its subsidiaries will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	(4) Commitments and Contingencies Registration Rights Underwriting Agreement On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $11,500,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $20,125,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Stockholder's Equity

Stockholder's Equity	12 Months Ended
	Dec. 31, 2021
Stockholder's Equity
Stockholder's Equity	(5) Stockholder’s Equity Preferred Stock outstanding Series A Common Stock— outstanding Series B Common Stock— outstanding Series C Common Stock— outstanding Series F Common Stock— outstanding Prior to the completion of our initial business combination, only holders of Series F common stock will have the right to vote on the election of directors and only holders of a majority of the outstanding shares of our Series F common stock may remove members of our board of directors for any reason. On any vote to approve our initial business combination or any other matter submitted to a vote of our stockholders prior to our initial business combination other than the matters addressed above, holders of Series A, Series B (if any), and Series F common stock will generally vote together as a single class, except as required by Delaware law or stock exchange rule, with each share of common stock entitling the holder to one vote. Following our initial business combination, holders of our Series A and Series B common stock will generally vote together as a single class on matters presented for a stockholder vote, except as required by Delaware law or stock exchange rule, with each share of Series A common stock entitling the holder to one vote per share and each share of Series B common stock entitling the holder to ten votes per share. Holders of Series C common stock will not be entitled to any voting powers, except as (and then only to the extent) otherwise required by Delaware law. Each share of Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group. All series of the Company’s common stock participate on an equal basis with respect to dividends and distributions. ​ Warrants securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the consummation of its initial business combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Series A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the consummation of the Company’s initial business combination and to maintain a current prospectus relating to those shares of Series A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no 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 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. Notwithstanding the above, if the Company’s shares of Series A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they 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 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it 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 Series A common stock equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ' prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 30-day Redemption of warrants when the price per share of Series A common stock equals or exceeds $10.00 : ​ Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Series A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Series A common stock; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Series A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. ​ 10 warrant redemption features used in other blank check offerings. The Company will provide its warrant holders with the final fair market value no later than one 10

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Taxes
Income Taxes	(6) Income Taxes ​ There was no current or deferred income tax benefit (expense) for the year ended December 31, 2021 and for the period from November 6, 2020 through December 31, 2020. ​ Expected income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21% for the year ended December 31, 2021 and the period from November 6, 2020 through December 31, 2020 as a result of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ November 6, 2020 ​ ​ Year ended ​ (inception) through ​ ​ December 31, 2021 December 31, 2020 ​ Computed expected tax benefit (expense) $ 5,030,879 273 State and local income taxes, net of federal income taxes 89,678 — Change in valuation allowance affecting tax expense (610,439) — Change in fair value of financial instruments ​ (4,510,118) ​ — ​ Other ​ — ​ (273) ​ Income tax benefit (expense) $ — — ​ The tax effects of temporary differences that give rise to significant portions of deferred income tax assets and deferred income tax liabilities are presented below: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Deferred tax assets: ​ ​ ​ ​ ​ Tax loss and credit carryforwards $ 679,060 — ​ Deferred tax assets 679,060 — ​ Valuation allowance (610,439) — ​ Net deferred tax assets 68,621 — ​ Deferred tax liabilities: ​ ​ ​ ​ ​ Debt ​ 68,621 ​ — ​ Deferred tax liabilities 68,621 — ​ Net deferred tax liabilities $ — — ​ ​ ​ During the year ended December 31, 2021, there was a $610,439 increase in the Company’s valuation allowance that affected tax expense. As of December 31, 2021, the Company had $2,751,988 of federal and state net operating losses, all of which are indefinite lived. The use of these net operating losses may be limited under IRC Section 382 due to a future initial business combination. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2021, all of the Company’s tax years are open.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Emerging Growth Company Status	Emerging Growth Company Status
Use of Estimates	Use of Estimates
Cash and Cash Equivalents	Cash and Cash Equivalents
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account
Concentration of Credit Risk	Concentration of Credit Risk
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption Distinguishing Liabilities from Equity
Net earnings (Loss) per Share	Net Earnings (Loss) per Share ​ Below is a reconciliation of the net earnings (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the period from ​ ​ year ​ November 6, 2020 ​ ​ ended ​ (inception) through ​ ​ December 31, ​ December 31, ​ ​ 2021 ​ 2020 Net earnings (loss) ​ $ (23,956,566) ​ ​ (1,300) Adjustment to Redeemable Series A Common Stock ​ ​ (50,701,711) ​ ​ — Net earnings (loss) attributable to shareholders ​ $ (74,658,277) ​ (1,300) ​ ​ ​ ​ ​ ​ ​ Redeemable Series A Common Stock ​ ​ ​ ​ Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock ​ $ (58,972,498) ​ ​ — Denominator: Basic and diluted ​ ​ 53,561,644 ​ ​ — Basic and diluted ​ $ (1.10) ​ ​ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Series F Common Stock ​ ​ ​ ​ ​ ​ Numerator: Earnings (loss) allocable to Non-Redeemable Series F Common Stock ​ $ (15,685,779) ​ ​ (1,300) Denominator: Basic diluted ​ ​ 14,246,575 ​ ​ 12,500,000 Basic diluted ​ $ (1.10) ​ $ (0.00)
Offering Costs	Offering Costs Expenses of Offering
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair Value Measurements and Disclosures
Fair Value Measurements	Fair Value Measurements ● 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description ​ Level 2021 Assets: ​ Marketable securities held in Trust Account ​ 1 ​ $ 575,053,412 Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ 1 ​ $ 20,125,000 Forward Purchase Agreement 2 ​ $ 15,405,866 Private Placement Warrants ​ 2 ​ $ 18,600,000 Conversion feature of Working Capital Loan ​ 2 ​ $ 239,999 ​ The fair value of the Forward Purchase Agreement (as described in note 3) is calculated as the difference between the present value of the aggregate $250,000,000 commitment and the fair value of the common stock and warrants to be issued pursuant to the Forward Purchase Agreement, based on the public trading price of the Units issued in the Company’s IPO. The fair value of the Private Placement Warrants is reported in the foregoing table as Level 2 fair value. The fair value of the Private Placement Warrants was derived from a Black-Scholes option pricing model using observable market data as the significant inputs. The assumptions under the model include the underlying stock price, strike price, risk-free interest rate, estimated volatility, and the expected term. Expected stock price volatility is based on the implied volatility of the Public Warrants. The fair value of the underlying shares is the published closing market price on the Nasdaq Capital Market as of each reporting date, as adjusted for significant results, as necessary. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. The fair value of the Public Warrants was determined using the close price as of the reporting date. The fair value of the Private Placement Warrants was estimated at December 31, 2021 using the following assumptions: ​ ​ ​ ​ ​ ​ ​ Estimated dividend yield ​ 0.00% Expected volatility ​ 22% Risk-free interest rate ​ 1.50% Expected term (years) ​ 5 ​
Income Taxes	Income Taxes Income Taxes
Public Warrants	Public Warrants
Forward Purchase Agreement	Forward Purchase Agreement
Private Placement Warrants	Private Placement Warrants
Recent Accounting Pronouncements	Recent Accounting Pronouncements

Significant Accounting Policies

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Reconciliation of the net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the period from ​ ​ year ​ November 6, 2020 ​ ​ ended ​ (inception) through ​ ​ December 31, ​ December 31, ​ ​ 2021 ​ 2020 Net earnings (loss) ​ $ (23,956,566) ​ ​ (1,300) Adjustment to Redeemable Series A Common Stock ​ ​ (50,701,711) ​ ​ — Net earnings (loss) attributable to shareholders ​ $ (74,658,277) ​ (1,300) ​ ​ ​ ​ ​ ​ ​ Redeemable Series A Common Stock ​ ​ ​ ​ Numerator: Earnings (loss) allocable to Redeemable Series A Common Stock ​ $ (58,972,498) ​ ​ — Denominator: Basic and diluted ​ ​ 53,561,644 ​ ​ — Basic and diluted ​ $ (1.10) ​ ​ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Series F Common Stock ​ ​ ​ ​ ​ ​ Numerator: Earnings (loss) allocable to Non-Redeemable Series F Common Stock ​ $ (15,685,779) ​ ​ (1,300) Denominator: Basic diluted ​ ​ 14,246,575 ​ ​ 12,500,000 Basic diluted ​ $ (1.10) ​ $ (0.00)
Summary of assets and liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description ​ Level 2021 Assets: ​ Marketable securities held in Trust Account ​ 1 ​ $ 575,053,412 Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ 1 ​ $ 20,125,000 Forward Purchase Agreement 2 ​ $ 15,405,866 Private Placement Warrants ​ 2 ​ $ 18,600,000 Conversion feature of Working Capital Loan ​ 2 ​ $ 239,999
Schedule of fair value assumptions	​ ​ ​ ​ ​ ​ ​ Estimated dividend yield ​ 0.00% Expected volatility ​ 22% Risk-free interest rate ​ 1.50% Expected term (years) ​ 5

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Taxes
Schedule of effective income tax rate reconciliation	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ November 6, 2020 ​ ​ Year ended ​ (inception) through ​ ​ December 31, 2021 December 31, 2020 ​ Computed expected tax benefit (expense) $ 5,030,879 273 State and local income taxes, net of federal income taxes 89,678 — Change in valuation allowance affecting tax expense (610,439) — Change in fair value of financial instruments ​ (4,510,118) ​ — ​ Other ​ — ​ (273) ​ Income tax benefit (expense) $ — —
Schedule of deferred tax assets and liabilities	​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Deferred tax assets: ​ ​ ​ ​ ​ Tax loss and credit carryforwards $ 679,060 — ​ Deferred tax assets 679,060 — ​ Valuation allowance (610,439) — ​ Net deferred tax assets 68,621 — ​ Deferred tax liabilities: ​ ​ ​ ​ ​ Debt ​ 68,621 ​ — ​ Deferred tax liabilities 68,621 — ​ Net deferred tax liabilities $ — — ​

Organization and Business Ope_2

Organization and Business Operations (Details)	Jan. 26, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)shares	Dec. 31, 2021USD ($)itemshares	Jan. 21, 2021shares	Jan. 20, 2021shares
Class of Stock [Line Items]
Condition For Future Business Combination Number Of Businesses Minimum | item			1
Preferred stock, shares authorized		50,000,000	50,000,000	50,000,000
Gross proceeds of underwriters' fees | $			$ 575,000,000
Issuance of Series F common stock to Sponsor | $		$ 25,000
Condition For Future Business Combination Use Of Proceeds Percentage			80.00%
Condition For Future Business Combination Threshold Percentage Ownership			50.00%
Condition For Future Business Combination Threshold Net Tangible Assets | $			$ 5,000,001
Amount of cash outside the Trust Account | $			287,403
Cash held in trust account available for withdrawal | $			0
IPO
Class of Stock [Line Items]
Units Issued During Period	57,500,000
Issue price per share | $ / shares	$ 10
Redemption price per share | $ / shares	$ 10
Gross proceeds of underwriters' fees | $	$ 575,000,000
Combination period with an executed letter of intent	27 months
Redemption percentage	100.00%
Founder Shares
Class of Stock [Line Items]
Issuance of Series F common stock to Sponsor | $			25,000
Advances from the sponsor | $			$ 169,933
Warrant | Private Placement
Class of Stock [Line Items]
Issue price per share | $ / shares	$ 1.50
Number of warrants or rights issued during the period	10,000,000
Forward Purchase Agreement | Sponsor
Class of Stock [Line Items]
Number of forward purchase units the Sponsor has the right to acquire	25,000,000
Aggregate amount of right to acquire forward purchase units | $	$ 250,000,000
Series A common stock
Class of Stock [Line Items]
Common stock, shares authorized		3,000,000,000	3,000,000,000	3,000,000,000	2,000,000,000
Series A common stock | IPO
Class of Stock [Line Items]
Number of shares in each unit	1
Series A common stock | Warrant | IPO
Class of Stock [Line Items]
Number of shares in each unit	1
Number of warrants in each unit	0.20
Warrants exercise price | $ / shares	$ 11.50
Series B common stock
Class of Stock [Line Items]
Common stock, shares authorized		1,000,000,000	1,000,000,000	1,000,000,000	300,000,000
Series C common stock
Class of Stock [Line Items]
Common stock, shares authorized		5,000,000,000	5,000,000,000	5,000,000,000
Series F common stock
Class of Stock [Line Items]
Common stock, shares authorized		200,000,000	200,000,000	200,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - shares	Jan. 26, 2021	Dec. 31, 2021
Forward Purchase Warrants
Common stock subject to possible redemption		57,500,000
IPO
Forward Purchase Warrants
Redemption percentage	100.00%
Combination period with an executed letter of intent	27 months

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Net Income (Loss) per Share (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Net Income (Loss) per Share
Net earnings (loss)	$ (1,300)	$ (23,956,566)
Adjustment to Redeemable Series A Common Stock		(50,701,711)
Net earnings (loss) attributable to shareholders	(1,300)	$ (74,658,277)
Aggregate shares of common stock in the calculation of diluted loss per share		21,500,000
Common Stock Subject To Possible Redemption
Net Income (Loss) per Share
Net earnings (loss) attributable to shareholders		$ (58,972,498)
Basic weighted average shares outstanding		53,561,644
Diluted weighted average shares outstanding		53,561,644
Basic net earnings (loss) per share		$ (1.10)
Diluted net earnings (loss) per share		$ (1.10)
Series F common stock
Net Income (Loss) per Share
Net earnings (loss) attributable to shareholders	$ (1,300)	$ (15,685,779)
Basic weighted average shares outstanding	12,500,000	14,246,575
Diluted weighted average shares outstanding	12,500,000	14,246,575
Basic net earnings (loss) per share	$ 0	$ (1.10)
Diluted net earnings (loss) per share	$ 0	$ (1.10)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Offering Costs (Details) - USD ($)	Jan. 26, 2021	Dec. 31, 2021
Offering Costs
Proceeds from Issuance Initial Public Offering		$ 575,000,000
Underwriting fees	$ 11,500,000
Deferred offering costs	20,125,000
IPO
Offering Costs
Proceeds from Issuance Initial Public Offering	575,000,000
Underwriting fees	11,500,000
Deferred offering costs	20,125,000
Other offering costs	1,129,187
IPO | Temporary Equity
Offering Costs
Offering costs	31,673,299
IPO | Public Warrants
Offering Costs
Offering costs	$ 1,080,888

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Fair Value Measurements (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Summary of Significant Accounting Policies
Unrealized gains or losses	$ (21,060,185)
Marketable securities held in Trust Account | Level 1 | Recurring
Summary of Significant Accounting Policies
Assets	575,053,412
Public Warrants | Level 1 | Recurring
Summary of Significant Accounting Policies
Liabilities	20,125,000
Forward Purchase Agreement | Sponsor
Summary of Significant Accounting Policies
Forward Purchase Agreement Rights To Acquire Forward Purchase Units Aggregate Amount	250,000,000
Forward Purchase Agreement | Level 2 | Recurring
Summary of Significant Accounting Policies
Liabilities	15,405,866
Private Placement Warrants | Level 2 | Recurring
Summary of Significant Accounting Policies
Liabilities	18,600,000
Conversion feature of Working Capital Loan | Level 2 | Recurring
Summary of Significant Accounting Policies
Liabilities	$ 239,999

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Fair Value Assumptions (Details) - Private Placement Warrants And Conversion Feature Of Working Capital Loan	Dec. 31, 2021Y
Estimated dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	22
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.50
Expected Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits , accrued interest and penalties	$ 0	$ 0

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Forward Purchase Agreement (Details) - Forward Purchase Agreement $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)shares
Series B common stock
Forward Purchase Warrants
Number of shares to be issued	25,000,000
Series A common stock
Forward Purchase Warrants
Warrants to acquire shares	5,000,000
Proceeds from sale of shares and warrants | $	$ 250,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)	Jan. 26, 2021	Nov. 18, 2020	Nov. 06, 2020	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions
Issuance of Series F common stock to Sponsor				$ 25,000
Series F common stock
Related Party Transactions
Common stock, par value				$ 0.0001	$ 0.0001
Series F common stock | Founder Shares | Sponsor
Related Party Transactions
Issuance of common stock (in shares)			17,250,000
Common stock, par value			$ 0.0001
Issuance of Series F common stock to Sponsor			$ 25,000
Aggregate number of shares owned		2,875,000
Number of sponsor shares held		14,375,000
Number of Shares Subject To Forfeiture		1,875,000
Number of shares no longer subject to forfeiture	1,875,000

Related Party Transactions - Pr

Related Party Transactions - Private Placement (Details)	Jan. 26, 2021USD ($)$ / sharesshares
Warrant | Private Placement
Class of Warrant or Right [Line Items]
Number of warrants or rights issued during the period | shares	10,000,000
Issue price per share | $ / shares	$ 1.50
Sponsor | Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants or rights issued during the period | shares	10,000,000
Issue price per share | $ / shares	$ 1.50
Proceeds from Issuance of Warrants | $	$ 15,000,000
Warrants fair value | $	$ 17,500,000
Sponsor | Private Placement Warrants | Series A common stock
Class of Warrant or Right [Line Items]
No of Shares In Each Unit | shares	1
Warrants exercise price | $ / shares	$ 11.50

Related Party Transactions - _2

Related Party Transactions - Forward Purchase Agreement (Details) - Sponsor - Forward Purchase Agreement	Dec. 31, 2021USD ($)$ / sharesshares
Related Party Transactions
Number of forward purchase units the Sponsor has the right to acquire	25,000,000
Aggregate amount of right to acquire forward purchase units | $	$ 250,000,000
Issue price per share | $ / shares	$ 10
Series B common stock
Related Party Transactions
Number of shares in each unit	1
Series A common stock
Related Party Transactions
Number of warrants in each unit	0.20
Number of securities called by each warrant or right	1

Related Party Transactions - Se

Related Party Transactions - Services Agreement and Facilities Sharing Agreement (Details) - Administrative Support Agreement - Liberty Media Corporation And Subsidiaries	12 Months Ended
	Dec. 31, 2021USD ($)
Related Party Transactions
Related party transaction expenses per month	$ 91,666
Related party accounts payable	91,666
Related Party Transaction, Expenses from Transactions with Related Party	$ 931,445

Related Party Transactions - _3

Related Party Transactions - Promissory Note and Related Party Loans (Details) - USD ($)	Jan. 26, 2021	Mar. 31, 2022	Dec. 31, 2021	Apr. 15, 2021	Nov. 06, 2020
Related Party Transactions
Outstanding repaid			$ 154,483
Proceeds from issuance of promissory note to related party			1,000,000
Independent directors
Related Party Transactions
Annual compensation			75,000
Related Party Loans | Working Capital Loan | Subsequent Event
Related Party Transactions
Proceeds from issuance of promissory note to related party		$ 1,000,000
Related Party Loans | Sponsor | Promissory Note
Related Party Transactions
Maximum borrowing capacity of promissory note					$ 300,000
Outstanding repaid	$ 169,933
Related Party Loans | Sponsor | Promissory Note | Subsequent Event
Related Party Transactions
Working capital loan		$ 4,000,000
Related Party Loans | Sponsor | Working Capital Loan
Related Party Transactions
Working capital loan				$ 2,500,000
Proceeds from issuance of promissory note to related party			1,000,000
Unamortized discount			272,175
Related Party Loans | Initial Stockholders or Directors and Officers | Working Capital Loan
Related Party Transactions
Maximum loans convertible into warrants			$ 2,500,000
Price of warrants			$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jan. 26, 2021USD ($)$ / shares
Commitments and Contingencies
Underwriting discount per Unit | $ / shares	$ 0.20
Underwriting fees | $	$ 11,500,000
Aggregate deferred fee per unit | $ / shares	$ 0.35
Deferred offering costs | $	$ 20,125,000

Stockholder's Equity (Details)

Stockholder's Equity (Details)	12 Months Ended
	Dec. 31, 2021Vote$ / sharesshares	Jan. 21, 2021shares	Jan. 20, 2021shares	Dec. 31, 2020$ / sharesshares
Stockholder's Deficit
Preferred stock, shares authorized	50,000,000	50,000,000		50,000,000
Preferred stock, par value | $ / shares	$ 0.0001			$ 0.0001
Preferred stock, shares issued	0			0
Preferred stock, shares outstanding	0			0
Common stock shares subject to possible redemption	57,500,000			57,500,000
Number of votes per share prior to initial business combination | Vote	1
Series A common stock
Stockholder's Deficit
Common Stock Shares Subject To Redemption Issued	57,500,000
Common Stock Shares Subject To Redemption Outstanding	57,500,000
Common stock, shares authorized	3,000,000,000	3,000,000,000	2,000,000,000	3,000,000,000
Common stock, par value | $ / shares	$ 0.0001			$ 0.0001
Common stock, shares outstanding	0			0
Common stock, shares issued	0			0
Number of votes per share after the initial business combination | Vote	1
Series B common stock
Stockholder's Deficit
Common stock, shares authorized	1,000,000,000	1,000,000,000	300,000,000	1,000,000,000
Common stock, par value | $ / shares	$ 0.0001			$ 0.0001
Common stock, shares outstanding	0			0
Common stock, shares issued	0			0
Number of votes per share after the initial business combination | Vote	10
Stock Exchangeable Ratio	1
Series C common stock
Stockholder's Deficit
Common stock, shares authorized	5,000,000,000	5,000,000,000		5,000,000,000
Common stock, par value | $ / shares	$ 0.0001			$ 0.0001
Common stock, shares outstanding	0			0
Common stock, shares issued	0			0
Series F common stock
Stockholder's Deficit
Common stock, shares authorized	200,000,000	200,000,000		200,000,000
Common stock, par value | $ / shares	$ 0.0001			$ 0.0001
Common stock, shares outstanding	14,375,000			14,375,000
Common stock, shares issued	14,375,000			14,375,000

Stockholder's Equity - Warrants

Stockholder's Equity - Warrants (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Threshold trading days	20 days
Number of business days after threshold trading days for providing fair market value to warrant holders	10 days
Public Warrants
Class of Stock [Line Items]
Number of days within which the company must register the shares with the SEC	20 days
Number of days for issuance of share registration statement	60 days
Class of warrants or rights exercisable on cashless basis or cash | shares	0
Warrants exercise price	$ 11.50
Period between issuance and expiry of warrants	5 years
Effective issue price of shares	$ 9.20
Percentage of gross proceeds from issuance as percentage of total equity proceeds	60.00%
Number of days lock in period for warrants	30 days
Redemption of Warrants when Price Per Share of Class A Common Stock Equals or Exceeds 18.00 | Public Warrants
Class of Stock [Line Items]
Effective issue price of shares	$ 9.20
Percentage of adjustment to exercise price of warrants	115.00%
Redemption price of warrants	$ 0.01
Redemption Period	30 days
Minimum share price of common stock to redeem warrants	$ 18
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Number of securities called by each warrant or right | shares	0.361
Redemption of Warrants when Price Per Share of Class A Common Stock Equals or Exceeds 10.00 | Public Warrants
Class of Stock [Line Items]
Percentage of adjustment to exercise price of warrants	180.00%
Redemption price of warrants	$ 0.10
Redemption Period	30 days
Minimum share price of common stock to redeem warrants	$ 10
Threshold number of specified trading days that volume weighted average common stock price for trading days	10 days
Number of business days after threshold trading days for providing fair market value to warrant holders	1 day
Maximum warrants exercisable with redemption feature per warrant | shares	0.361
After Completion of Business Combination | Public Warrants
Class of Stock [Line Items]
Warrants exercisable term	30 days
From Consummation of IPO | Public Warrants
Class of Stock [Line Items]
Warrants exercisable term	12 months

Income Taxes - Components of In

Income Taxes - Components of Income Tax Benefit (Expense) (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Taxes
Current and deferred income tax benefit (expense)	$ 0	$ 0
Effective income tax rate	21.00%	21.00%
Increase in valuation allowance		$ 610,439
Net operating loss carryforwards		$ 2,751,988

Income taxes - Effective Tax Ra

Income taxes - Effective Tax Rate Reconciliation (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Taxes
Computed expected tax benefit (expense)	$ 273	$ 5,030,879
State and local income taxes, net of federal income taxes		89,678
Change in valuation allowance affecting tax expense		(610,439)
Change in fair value of financial instruments		(4,510,118)
Other	(273)
Income tax benefit (expense)	$ 0	$ 0

Income Taxes - Deferred Income

Income Taxes - Deferred Income Tax Assets and Liabilities (Details)	Dec. 31, 2021USD ($)
Deferred tax assets:
Tax loss and credit carryforwards	$ 679,060
Deferred tax assets	679,060
Valuation allowance	(610,439)
Net deferred tax assets	68,621
Deferred tax liabilities:
Debt	68,621
Deferred tax liabilities	$ 68,621