Pivotal Investment Corp III (PICC) 10-K 7 Apr 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 07, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Central Index Key	0001835800
Current Fiscal Year End Date	--12-31
Entity Registrant Name	PIVOTAL INVESTMENT CORPORATION III
Entity File Number	001-40019
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3415215
Entity Address, Address Line One	The Chrysler Building
Entity Address, Address Line Two	405 Lexington Avenue
Entity Address, Address Line Three	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	212
Local Phone Number	818-8800
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PICC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 269,100,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	PICC.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	PICC WS
Security Exchange Name	NYSE
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		27,600,000
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 563,923	$ 0
Prepaid expenses	135,734	0
Total Current Assets	699,657	0
Deferred offering costs	0	51,025
Marketable securities held in Trust Account	276,079,114	0
TOTAL ASSETS	276,778,771	51,025
Current liabilities
Accounts payable and accrued expenses	1,460,005	851
Accrued offering costs	0	26,025
Total Current Liabilities	1,460,005	26,876
Warrant liabilities	12,150,500	0
Deferred underwriting fee payable	9,660,000	0
TOTAL LIABILITIES	23,270,505	26,876
Commitments and Contingencies
Class A common stock subject to possible redemption 27,600,000 shares outstanding and none outstanding at redemption value as of December 31, 2021 and 2020, respectively	276,000,000	0
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	0	24,310
Accumulated deficit	(22,492,424)	(851)
Total Stockholders' (Deficit) Equity	(22,491,734)	24,149
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	276,778,771	51,025
Class B Common Stock [Member]
Stockholders' (Deficit) Equity
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 6,900,000 shares issued and outstanding, as of December 31, 2021 and 2020	$ 690	$ 690

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock par or stated 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 [Member]
Temporary equity shares outstanding	27,600,000	0
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	125,000,000	125,000,000
Common stock shares issued	27,600,000	0
Common stock shares outstanding	27,600,000	0
Class B Common Stock [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	25,000,000	25,000,000
Common stock shares issued	6,900,000	6,900,000
Common stock shares outstanding	6,900,000	6,900,000

Statements Of Operations

Statements Of Operations - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating and formation costs	$ 851	$ 2,018,960
Loss from operations	(851)	(2,018,960)
Other income (expenses):
Change in fair value of warrant liabilities	0	4,012,220
Transaction costs allocated to warrant liabilities	0	(526,599)
Interest earned on marketable securities held in Trust Account	0	79,120
Unrealized loss on marketable securities held in Trust Account	0	(6)
Total other income (expense), net	0	3,564,735
Net income (loss)	$ (851)	$ 1,545,775
Common Class A [Member]
Other income (expenses):
Basic and diluted weighted average shares outstanding	0	24,424,110
Basic and diluted net income (loss) per share	$ 0	$ 0.05
Common Class B [Member]
Other income (expenses):
Basic and diluted weighted average shares outstanding	6,000,000	6,796,438
Basic and diluted net income (loss) per share	$ 0	$ 0.05

Statements Of Changes In Stockh

Statements Of Changes In Stockholders' (Deficit) Equity - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit	Class A Common Stock [Member]Common Stock [Member]	Class B Common Stock [Member]Common Stock [Member]
Beginning balance at Oct. 05, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance, Shares at Oct. 05, 2020				0	0
Remeasurement adjustment on redeemable common stock	0
Issuance of Class B common stock to Sponsor	25,000	24,310			$ 690
Issuance of Class B common stock to Sponsor, Share					6,900,000
Net income (loss)	(851)		(851)
Ending balance, Shares at Dec. 31, 2020				0	6,900,000
Ending balance at Dec. 31, 2020	24,149	24,310	(851)	$ 0	$ 690
Remeasurement adjustment on redeemable common stock	(31,331,658)	(7,294,310)	(24,037,348)
Sale of 7,270,000 Private Placement Warrants	7,270,000	7,270,000
Net income (loss)	1,545,775		1,545,775
Ending balance, Shares at Dec. 31, 2021				0	6,900,000
Ending balance at Dec. 31, 2021	$ (22,491,734)	$ 0	$ (22,492,424)	$ 0	$ 690

Statements Of Changes In Stoc_2

Statements Of Changes In Stockholders' (Deficit) Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2021shares
Private Placement Warrants [Member]
Number of units sold	7,270,000

Statements Of Cash Flows

Statements Of Cash Flows - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (851)	$ 1,545,775
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities	0	(4,012,220)
Transaction costs allocated to warrant liabilities	0	526,599
Interest earned on marketable securities held in Trust Account	0	(79,120)
Unrealized loss on marketable securities held in Trust Account	0	6
Changes in operating assets and liabilities:
Prepaid expenses	0	(135,734)
Accounts payable and accrued expenses	851	1,459,154
Net cash used in operating activities	0	(695,540)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	0	(276,000,000)
Net cash used in investing activities	0	(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	0	270,480,000
Proceeds from sale of Private Placement Warrants	0	7,270,000
Proceeds from promissory notes – related party	0	125,000
Repayment of promissory notes – related party	0	(125,000)
Payment of offering costs	0	(490,537)
Net cash provided by in financing activities	0	277,259,463
Net Change in Cash	0	563,923
Cash – Beginning	0	0
Cash – Ending	0	563,923
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	26,025	0
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000	0
Expenses paid by affiliate	0	160,491
Remeasurement adjustment on redeemable common stock	0	31,331,658
Deferred underwriting fee payable	$ 0	$ 9,660,000

Description Of Organization, Go

Description Of Organization, Going Concern And Business Operations	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization, Going Concern And Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION, GOING CONCERN AND BUSINESS OPERATIONS Pivotal Investment Corporation III (the “Company”) was incorporated in Delaware on October 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering were declared effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 27,600,000 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 full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Pivotal Investment Holdings III LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,270,000, which is described in Note 4. Transaction costs amounted to $15,695,537, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $515,537 of other offering costs. Following the closing of the Initial Public Offering on February , , an amount of $ ($ per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section (a) of the Investment Company Act of , as amended (the “Investment Company Act”), with a maturity of days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tab obligations. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for tax obligations and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business If the Company is unable to complete a Business Combination by February 11, 2023 and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $ of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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 of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Going Concern As of December 31, 2021, the Company had $563,923 in its operating bank accounts, $276,079,114 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit , net of interest on trust . As of December , , approximately $ of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. 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 a potential transaction, 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary Of Significant Accounti

Summary Of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in Components of Equity Upon the Initial Public Offering, the Company issued Class A c s C common stock . All of the 27,600,000 Class A common stock are presented within temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Warrant Liability The company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as warrant liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 , the Income Taxes The Company accounts for income taxes under 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 Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 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. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended December 31, For the Period from October 6, 2020 (Inception) Through 2021 2020 Class A Class B Class A Class B Basic and diluted Numerator: Allocation of net income (loss), as adjusted $ 1,209,273 $ 336,502 $ — $ (851 ) Denominator: Basic and diluted 24,424,110 6,796,438 — 6,000,000 Basic and diluted $ .05 $ .05 $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account . Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 ASU 2020-06 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 financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,270,000 Private Placement Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $7,270,000 in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private 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 within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. As a result of the difference between the purchase price of the Private Placement Warrants of $1.00 and the fair value of $1.61, the Company recorded a charge of $4,441,970 which is recorded in the change in fair value of warrant liability for the period ended December 31, 2021.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Company’s sponsor (“Sponsor”) paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other third parties in each case at the same per=share purchase price paid by our initial stockholders. one-for-one as-converted The holders of Founder Shares will agree, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:(A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note – Related Party On December 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to MGG Investment Group LP, an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $125,000. The Promissory Note was non-interest Related Party Advances On December 30, 2021, the Company reimbursed MGG Investment Group LP, an affiliate of the Sponsor, $160,491 for payment of expenses in 2021 on behalf of the Company. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ per warrant. The warrants would be identical to the Private Placement Warrants. Related Party - Consulting Agreement On February 22, 2021, the Company entered into an agreement with a family member of the CEO and President for services related to a potential Business Combination. The agreement specifies that the consultant will provide the Company with advice on due diligence, deal structuring, documentation and obtaining shareholder approval for a cost of $9,917 per month or $119,000 in total if a Business Combination is closed at any time prior to February 22, 2022. The agreement may be terminated by either party by providing thirty (30) days written notice. For the year ended December 31, 2021, the company incurred and paid approximately $ 72,600 in fees related to these services. Effective September 30, 2021, this agreement was terminated.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 8, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NO T Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	NOTE 8 — INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets (liability) Net operating loss carryforward $ 35,634 $ 179 Unrealized loss on securities (237 ) — Start up Expenses 372,072 — Total deferred tax assets (liability) 407,469 179 Valuation Allowance (407,469 ) (179 ) Deferred tax assets (liability) $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from October 6, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current — — Deferred $ (407,290 ) $ (179 ) State Current — — Deferred — — Change in valuation allowance 407,290 179 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $169,688 and of U.S. federal net operating loss carryovers available to offset future taxable income which do not expire . 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. For the year ended December 31, 2021, the change in the valuation allowance was $407,290. For the period from October 6, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $179. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Prior Year True-Up 0.0 % 0.0 % Change in fair value of warrants (114.9 )% 0.0 % Transaction Costs allocable to warrant liabilities 7.2 % 0.0 % Fair value of private warrant liability in excess of proceeds 60.3 % 0.0 % Valuation allowance 26.3 % (21.0 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal and New York. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security “CARES” Act was signed into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company has determined that the CARES Act did not have any impact on the Company’s financial position or statements of operations.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $276,079,114 in which is The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.​​​​​​​​​​​​​​ Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 276,079,114 Liabilities: Warrant Liability – Private Placement Warrants ( 1 1 6,906,500 Warrant Liability – Public Warrants ( 1 2 5,244,000 (1) Measured at fair value on a recurring basis. Warrants The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public Warrants and the Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units on February 11, 2021, the close price of the public warrant price will be used as the fair value as of each relevant date. At December 31, 2021 the Private Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. As of December 31, 2021, the values of the Public Warrants and Private Placement Warrants were $5,244,000 and $6,906,500, respectively, based on a fair value of $0.95 per warrant. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Liabilities Initial measurement on February 11, 2021 $ 11,711,970 $ 8,892,720 $ 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Transfer to Level 1 — (9,637,920 ) (9,637,920 ) Change in fair value (6,295,820 ) — (6,295,820 ) Transfer to Level 2 (6,397,600 ) — (6,397,600 ) Fair value as of December 31, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $ . The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the year ended December 31, 2021 was $ . The following table presents the changes in the fair value of warrant liabilities: Private Placement (1) Public Warrant Liabilities Initial measurement on February 11, 2021 $ 11,711,970 $ 8,892,720 $ 20,604,690 Change in valuation inputs or other assumptions (4,805,470 ) (3,648,720 ) (8,454,190 ) Fair value as of December 31, 2021 $ 6,906,500 $ 5,244,000 $ 12,150,500 (1) As a result of the difference in fair value of $1.61 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 4 .

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 1 0 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary Of Significant Accoun_2

Summary Of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statement is 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in
Components of Equity	Components of Equity Upon the Initial Public Offering, the Company issued Class A c s C common stock . All of the 27,600,000 Class A common stock are presented within temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control.
Warrant Liability	Warrant Liability The company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as warrant liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 , the
Income Taxes	Income Taxes The Company accounts for income taxes under 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
Net Loss Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 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. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended December 31, For the Period from October 6, 2020 (Inception) Through 2021 2020 Class A Class B Class A Class B Basic and diluted Numerator: Allocation of net income (loss), as adjusted $ 1,209,273 $ 336,502 $ — $ (851 ) Denominator: Basic and diluted 24,424,110 6,796,438 — 6,000,000 Basic and diluted $ .05 $ .05 $ — $ (0.00 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account .
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Recent Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 ASU 2020-06 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 financial statements.

Summary Of Significant Accoun_3

Summary Of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended December 31, For the Period from October 6, 2020 (Inception) Through 2021 2020 Class A Class B Class A Class B Basic and diluted Numerator: Allocation of net income (loss), as adjusted $ 1,209,273 $ 336,502 $ — $ (851 ) Denominator: Basic and diluted 24,424,110 6,796,438 — 6,000,000 Basic and diluted $ .05 $ .05 $ — $ (0.00 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Summary Of Company's Net Deferred Tax Assets (Liability)	The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets (liability) Net operating loss carryforward $ 35,634 $ 179 Unrealized loss on securities (237 ) — Start up Expenses 372,072 — Total deferred tax assets (liability) 407,469 179 Valuation Allowance (407,469 ) (179 ) Deferred tax assets (liability) $ — $ —
Summary Components Of Income Tax Expense Benefit	The income tax provision for the year ended December 31, 2021 and for the period from October 6, 2020 (inception) through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current — — Deferred $ (407,290 ) $ (179 ) State Current — — Deferred — — Change in valuation allowance 407,290 179 Income tax provision $ — $ —
Summary Of Reconciliation Of The Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Prior Year True-Up 0.0 % 0.0 % Change in fair value of warrants (114.9 )% 0.0 % Transaction Costs allocable to warrant liabilities 7.2 % 0.0 % Fair value of private warrant liability in excess of proceeds 60.3 % 0.0 % Valuation allowance 26.3 % (21.0 )% Income tax provision 0.0 % 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Line Items]
Summary of Assets and Liabilities Measured at Fair Value	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.​​​​​​​​​​​​​​ Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 276,079,114 Liabilities: Warrant Liability – Private Placement Warrants ( 1 1 6,906,500 Warrant Liability – Public Warrants ( 1 2 5,244,000 (1) Measured at fair value on a recurring basis.
Summary of Fair Value of The Derivative Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement (1) Public Warrant Liabilities Initial measurement on February 11, 2021 $ 11,711,970 $ 8,892,720 $ 20,604,690 Change in valuation inputs or other assumptions (4,805,470 ) (3,648,720 ) (8,454,190 ) Fair value as of December 31, 2021 $ 6,906,500 $ 5,244,000 $ 12,150,500
Level 3 [Member]
Fair Value Disclosures [Line Items]
Summary of Fair Value of The Derivative Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Liabilities Initial measurement on February 11, 2021 $ 11,711,970 $ 8,892,720 $ 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Transfer to Level 1 — (9,637,920 ) (9,637,920 ) Change in fair value (6,295,820 ) — (6,295,820 ) Transfer to Level 2 (6,397,600 ) — (6,397,600 ) Fair value as of December 31, 2021 $ — $ — $ —

Description Of Organization, _2

Description Of Organization, Going Concern And Business Operations - Additional Information (Details) - USD ($)	Nov. 02, 2021	Feb. 11, 2021	Dec. 31, 2020	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Entity incorporation, date of incorporation				Oct. 6, 2020
Proceeds From Issuance Of IPO			$ 0	$ 270,480,000
Proceeds from Issuance of Private Placement			0	7,270,000
Stock ìssuance costs				15,695,537
Underwriting Fees				5,520,000
Deferred underwriting fee				9,660,000
Other offering costs				515,537
Restricted Investments Term		185 days
Net tangible assets required for consummation of business combination				$ 5,000,001
Share Price				$ 10
Percentage of redeeming shares of public shares				20.00%
Interest amount to pay dissolution expenses				$ 100,000
Share value to be maintained for the assets available for distribution				$ 10
Reduce the amount of funds in the trust account below price per share				$ 10
Percentage of public shares to be redeemed on non completion of business combination				100.00%
Cash in operating bank accounts			$ 0	$ 563,923
Assets Held-in-trust				276,079,114
Working Capital Deficit				681,234
Interest Income On Trust Account				$ 79,000
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of fair market value of target business to asset held in trust account				80.00%
Percentage of fair market value of target business to asset held in trust				80.00%
Minimum [Member] | Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of voting equity interests acquired at the acquisition date				50.00%
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share Price				$ 10
Private Placement [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock Issued During Period Shares	7,270,000	7,270,000
Shares Issued Price Per Share	$ 1	$ 1		$ 1
Proceeds from Issuance of Private Placement	$ 7,270,000	$ 7,270,000
Class A Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock Issued During Period Shares		27,600,000
Class A Common Stock [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock Issued During Period Shares		27,600,000
Shares Issued Price Per Share		$ 10
Proceeds From Issuance Of IPO		$ 276,000,000
Class A Common Stock [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock Issued During Period Shares		3,600,000

Summary Of Significant Accoun_4

Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Common Class A [Member]
Numerator: Net Income (Loss) minus Net Earnings
Allocation of net income (loss), as adjusted	$ 0	$ 1,209,273
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding	0	24,424,110
Basic and diluted net income (loss) per common stock	$ 0	$ 0.05
Common Class B [Member]
Numerator: Net Income (Loss) minus Net Earnings
Allocation of net income (loss), as adjusted	$ (851)	$ 336,502
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding	6,000,000	6,796,438
Basic and diluted net income (loss) per common stock	$ 0	$ 0.05

Summary Of Significant Accoun_5

Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($)	Feb. 11, 2021	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Cash equivalents		$ 0	$ 0
Unrecognized tax benefits		0	$ 0
FDIC insured amount		$ 250,000
Common Class A [Member]
Significant Accounting Policies [Line Items]
Temporary equity shares outstanding		27,600,000	0
IPO [Member]
Significant Accounting Policies [Line Items]
Initial fair value measurement of warrants	$ 20,604,690
Adjustment to additional paid in capital stock issuance costs		$ 15,168,938
Stock issuance costs charged to income statement		$ 526,599
IPO [Member] | Common Class A [Member]
Significant Accounting Policies [Line Items]
Temporary equity stock issuance costs	$ 22,438,938
Warrant [Member]
Significant Accounting Policies [Line Items]
Antidilutive securities excluded from computation of earnings per share		12,790,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details)	Feb. 11, 2021$ / sharesshares
Initial Public Offering [Line Items]
Stock Conversion Basis	Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”).
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	27,600,000
Class A Common Stock [Member] | IPO [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	27,600,000
Shares Issued Price Per Share | $ / shares	$ 10
Class A Common Stock [Member] | Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	3,600,000
Class A Common Stock [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Exercise price of warrant | $ / shares	$ 11.50
Shares issuable per warrant	1

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)	Nov. 02, 2021	Feb. 11, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021
Proceeds from Issuance of Private Placement			$ 0		$ 7,270,000
Adjustment to fair value of warrants			$ 0		$ (4,012,220)
Private Placement [Member]
Exercise price of warrant				$ 1.61	$ 1.61
Class of warrants or rights issue price per share				1.00%	1.00%
Class of warrants or rights fair per share				$ 1.61	$ 1.61
Adjustment to fair value of warrants				$ 4,441,970
Private Placement [Member] | Sponsor [Member]
Stock Issued During Period Shares	7,270,000	7,270,000
Shares Issued Price Per Share	$ 1	$ 1		$ 1	$ 1
Proceeds from Issuance of Private Placement	$ 7,270,000	$ 7,270,000
Class A Common Stock [Member]
Stock Issued During Period Shares		27,600,000
Class A Common Stock [Member] | Public Warrants [Member]
Exercise price of warrant	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Feb. 22, 2021	Feb. 11, 2021	Feb. 08, 2021	Oct. 06, 2020	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Share price					$ 10
Repayment to affiliate					$ 160,491
Consulting Service [Member]
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions with related party					72,600
Professional Fees	$ 9,917
Deferred Success Cost	$ 119,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument converted to warrants, conversion amount					$ 1,500,000
Debt instrument, convertible conversion price					$ 1
Common Class A [Member]
Related Party Transaction [Line Items]
Exchange for issuance, shares		27,600,000
Common stock shares outstanding					27,600,000	0
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding					6,900,000	6,900,000
Subject to forfeiture, shares			900,000
Sponsor [Member]
Related Party Transaction [Line Items]
Offering and formation costs				$ 25,000
Exchange for issuance, shares				5,750,000
Line of credit facility maximum borrowing capacity						$ 125,000
Description Of Initial Stockholders					(A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member]
Related Party Transaction [Line Items]
Share price					$ 12
Common stock, transfers, threshold trading days					20 days
Common stock transfers threshold consecutive trading days					30 days
Common stock transfers restriction on number of days from the date of business combination					150 days
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock dividend shares			0.2
Common stock shares outstanding			6,900,000
Common stock issued and outstanding percentage			20.00%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)	Feb. 08, 2021USD ($)$ / shares
Deferred Fee Per Unit | $ / shares	$ 0.35
Deferred Underwriting Commissions | $	$ 9,660,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	125,000,000	125,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	27,600,000	0
Common stock shares outstanding	27,600,000	0
Common stock threshold percentage on conversion of shares	20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	25,000,000	25,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	6,900,000	6,900,000
Common stock shares outstanding	6,900,000	6,900,000

Income Tax - Summary Of Company

Income Tax - Summary Of Company's Net Deferred Tax Assets (Liability) (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 35,634	$ 179
Unrealized loss on securities	(237)	0
Start up expenses	372,072	0
Total deferred tax assets (liability)	407,469	179
Valuation Allowance	(407,469)	(179)
Deferred tax assets (liability)	$ 0	$ 0

Income Tax - Summary Components

Income Tax - Summary Components Of Income Tax Expense Benefit (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Federal
Deferred	$ (179)	$ (407,290)
Change in valuation allowance	179	407,290
Income tax provision	0	0
Current	0	0
State
Current	0	0
Deferred	$ 0	$ 0

Income Tax - Summary Of Reconci

Income Tax - Summary Of Reconciliation Of The Federal Income Tax Rate (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Prior Year True-Up	0.00%	0.00%
Change in fair value of warrants	0.00%	(114.90%)
Transaction Costs allocable to warrant liabilities	0.00%	7.20%
Fair value of private warrant liability in excess of proceeds	$ 0	$ 60.3
Valuation allowance	(21.00%)	26.30%
Income tax provision	0.00%	0.00%

Income Tax - Additional Informa

Income Tax - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Change in valuation allowance	$ 179	$ 407,290
Income tax examination, description		tax returns for the year ended December 31, 2021 and 2020 remain open and subject to examination.
Domestic Tax Authority [Member]
Operating Loss Carry forwards		$ 169,688
State and Local Jurisdiction [Member]
Operating Loss Carry forwards	$ 480

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($)		Dec. 31, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account		$ 276,079,114	$ 0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account		276,079,114
Liabilities:
Warrant Liability – Private Placement Warrants	[1]	6,906,500
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrant Liability – Public Warrants	[1]	$ 5,244,000
[1]	Measured at fair value on a recurring basis.

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Details) - USD ($)		3 Months Ended	12 Months Ended
		Dec. 31, 2020	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 8, 2021			$ 20,604,690
Change in valuation inputs or other assumptions			(8,454,190)
Change in fair value		$ 0	(4,012,220)
Ending balance of fair value			12,150,500
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 8, 2021	[1]		11,711,970
Change in valuation inputs or other assumptions	[1]		(4,805,470)
Ending balance of fair value	[1]		6,906,500
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 8, 2021			8,892,720
Change in valuation inputs or other assumptions			(3,648,720)
Change in fair value			9,637,920
Ending balance of fair value			5,244,000
Fair Value, Inputs, Level 3 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 8, 2021			20,604,690
Change in valuation inputs or other assumptions			1,726,650
Transfer to Level 1			(9,637,920)
Change in fair value			(6,295,820)
Transfer to Level 2			(6,397,600)
Ending balance of fair value			0
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 8, 2021			11,711,970
Change in valuation inputs or other assumptions			981,450
Change in fair value			(6,295,820)
Transfer to Level 2			(6,397,600)
Ending balance of fair value			0
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 8, 2021			8,892,720
Change in valuation inputs or other assumptions			745,200
Transfer to Level 1			(9,637,920)
Ending balance of fair value			$ 0
[1]	As a result of the difference in fair value of $0.95 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 4), the Company recorded a charge of $4.8 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Parenthetical) (Details) - Private Placement [Member] - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Nov. 02, 2021	Feb. 11, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price of warrant	$ 1.61
Offering costs	$ 4.4
Sponsor [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Shares Issued Price Per Share	$ 1	$ 1	$ 1

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants and rights outstanding	$ 0	$ 12,150,500
Marketable securities held in Trust Account	0	276,079,114
Fair value of the Public Warrants	$ 0	(4,012,220)
Public Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants and rights outstanding		$ 5,244,000
Class of warrants and rights price per share		$ 0.95
Fair value of the Public Warrants		$ 9,637,920
Private Placement Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants and rights outstanding		$ 6,906,500
Class of warrants and rights price per share		$ 0.95
Fair Value, liabilities, level 3 to level 2 transfers, amount		$ 6,397,600