Hudson Executive Investment Corp II (HCII) 10-K31 Mar 222021 FY Annual reportFinancial data

Company Profile

Cover Page

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Entity Registrant Name	HUDSON EXECUTIVE INVESTMENT CORP. II
Entity Central Index Key	0001823033
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Document Annual Report	true
Document Transition Report	false
Entity Tax Identification Number	84-2658967
Entity File Number	001-39931
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Address
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10281
City Area Code	212
Local Phone Number	521-8495
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
Entity Public Float			$ 249,000,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Class A Common Stock
Document Information [Line Items]
Trading Symbol	HCIIU
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		25,000,000
Capital Units
Document Information [Line Items]
Trading Symbol	HCII
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Trading Symbol	HCIIW
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,250,000

Balance Sheets

Balance Sheets - USD ($)		Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash		$ 829,503	$ 185
Prepaid expenses		41,079
Total Current Assets		870,582	185
Deferred offering costs			394,480
Forward purchase agreement derivative asset		51,625
Marketable securities held in Trust Account		250,035,428
TOTAL ASSETS		250,957,635	394,665
Current liabilities
Accrued expenses		739,042	1,253
Accrued offering costs		114,958	344,030
Due to related party		4,700
Promissory note – related party			25,650
Total Current Liabilities		858,700	370,933
Warrant liabilities		7,315,259
Deferred underwriting fee payable		8,750,000	0
Total Liabilities		16,923,959	370,933
Commitments and contingencies
Class A common stock subject to possible redemption, $0.0001 par value, 25,000,000 at $10.00 per share and no shares as of December 31, 2021 and 2020, respectively		250,000,000	0
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		0	0
Additional paid-in capital		0	24,353
Accumulated deficit		(15,966,949)	(1,268)
Total Stockholders' (Deficit) Equity		(15,966,324)	23,732
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' (DEFICIT) EQUITY		250,957,635	394,665
Class A Common Stock
Current liabilities
Class A common stock subject to possible redemption, $0.0001 par value, 25,000,000 at $10.00 per share and no shares as of December 31, 2021 and 2020, respectively		250,000,000
Stockholders' (Deficit) Equity
Common stock		0	0
Class B Common Stock
Stockholders' (Deficit) Equity
Common stock	[1]	$ 625	$ 647

[1]	December 31, 2020 includes up to 218,750 shares of Class B common stock subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5).

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	4 Months Ended
Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2021
Class A common stock, subject to possible redemption, shares	0	25,000,000
Class A Common stock, Subject to possible redemption, per share	$ 10	$ 10
Preferred stock, par value	$ 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
Common Class A [Member]
Temporary Equity shares par value	$ 0.0001	$ 0.0001
Class A common stock, subject to possible redemption, shares	0	25,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,468,750	6,250,000
Common stock, shares outstanding	6,468,750	6,250,000
Share based compensation by share based payment arrangement shares forfeited shares	218,750

Statements of Operations

Statements of Operations - USD ($)		4 Months Ended	12 Months Ended
Statements of Operations - USD ($)		Dec. 31, 2020	Dec. 31, 2021
Formation and operating costs		$ 1,268	$ 1,966,152
Loss from operations		(1,268)	(1,966,152)
Other income:
Change in fair value of warrant liabilities and forward purchase agreement derivative asset		0	6,037,716
Interest earned on marketable securities held in Trust Account		0	35,428
Total other income		0	6,073,144
Net income (loss)		(1,268)	4,106,992
Common Class A [Member]
Other income:
Net income (loss)		$ 0	$ 3,237,180
Weighted average shares outstanding		0	23,082,192
Basic and diluted income per share		$ 0	$ 0.14
Diluted weighted average shares outstanding		0	23,082,192
Diluted net income (loss) per share		$ 0	$ 0.14
Common Class B [Member]
Other income:
Net income (loss)		$ (1,268)	$ 869,812
Weighted average shares outstanding		5,625,000	6,202,055
Basic and diluted income per share		$ 0	$ 0.14
Basic weighted average shares outstanding	[1]	5,625,000	6,202,055
Basic net income (loss) per share		$ 0	$ 0.14
Diluted weighted average shares outstanding		5,625,000	6,250,000
Diluted net income (loss) per share		$ 0	$ 0.14

[1]	December 31, 2020 includes up to 218,750 shares of Class B common stock subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5).

Statements of Operations (Paren

Statements of Operations (Parenthetical)	4 Months Ended
Statements of Operations (Parenthetical)	Dec. 31, 2020shares
Common Class B [Member]
Share based compensation by share based payment arrangement shares forfeited shares	218,750

Statements of Changes In Stockh

Statements of Changes In Stockholders' (Deficit) Equity - USD ($)	Total	Class A Common Stock	Class B Common Stock	Common StockClass A Common Stock	Common StockClass B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Aug. 17, 2020	$ 0			$ 0	$ 0	$ 0	$ 0
Beginning balance, Shares at Aug. 17, 2020				0	0
Issuance of Class B common stock to Sponsor	25,000				$ 647	24,353
Issuance of Class B common stock to Sponsor, Shares					6,468,750
Forfeiture of Founder Shares, Shares			(218,750)
Net income (loss)	(1,268)	$ 0	$ (1,268)				(1,268)
Ending balance at Dec. 31, 2020	23,732			$ 0	$ 647	24,353	(1,268)
Ending balance, Shares at Dec. 31, 2020				0	6,468,750
Excess of proceeds from the sale of Private Placement Warrants to Sponsor	1,282,400					1,282,400
Forfeiture of Founder Shares					$ (22)	22
Forfeiture of Founder Shares, Shares					(218,750)
Accretion for Class A common stock to redemption value	(21,379,448)			$ 0		(1,306,775)	(20,072,673)
Accretion for Class A common stock to redemption value, Shares				0
Net income (loss)	4,106,992	$ 3,237,180	$ 869,812				4,106,992
Ending balance at Dec. 31, 2021	$ (15,966,324)			$ 0	$ 625	$ 0	$ (15,966,949)
Ending balance, Shares at Dec. 31, 2021				0	6,250,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	4 Months Ended	12 Months Ended
Statement of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (1,268)	$ 4,106,992
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Operating costs paid by Sponsor		200
Operating costs paid through promissory note		70,764
Change in fair value of warrant liabilities and forward purchase agreement derivative asset	0	(6,037,716)
Transaction costs incurred in connection with initial public offering		442,366
Interest earned on marketable securities held in Trust Account	0	(35,428)
Changes in operating assets and liabilities:
Prepaid expenses		(50,220)
Due to related party		4,700
Accrued expenses	1,253	737,789
Net cash used in operating activities	(15)	(760,553)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	0	(250,000,000)
Net cash used in investing activities	0	(250,000,000)
Cash Flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid		245,000,000
Proceeds from sale of Private Placements Warrants		7,000,000
Proceeds from promissory note – related party	200
Repayment of promissory note—related party	0	(94,922)
Payment of offering costs	0	(315,207)
Net cash provided by financing activities	200	251,589,871
Net Change in Cash	185	829,318
Cash – Beginning of period	0	185
Cash – End of period	185	829,503
Non-cash investing and financing activities:
Offering costs paid by Sponsor in exchange for issuance of Founder Shares	25,000	0
Offering costs included in accrued offering costs	344,030	114,958
Offering costs paid through promissory note	25,450	7,449
Payment of prepaid expenses through promissory note	0	8,483
Deferred underwriting fee payable	$ 0	$ 8,750,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Description Of Organization And Business Operation [Abstract]
Description of organization and business operation disclosure	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hudson Executive Investment Corp. II (formerly Hudson Executive Investment Corp. III) (the “Company”) is a blank check company incorporated in Delaware on August 18, 2020. On December 18, 2020, Hudson Executive Investment Corp. III filed a certificate of amendment changing its name from Hudson Executive Investment Corp. III to Hudson Executive Investment Corp. II. The Company was formed for the purpose of entering into 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 August 18, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021 the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to HEC Sponsor II LLC (formerly HEC Sponsor III LLC) (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Transaction costs amounted to $14,238,064, consisting of $5,000,000 in cash underwriting fees, net of reimbursement, $8,750,000 of deferred underwriting fees and $488,064 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve 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 $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 to pay its tax obligations). 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 only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) 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 irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption 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) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or 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-initial The Company will have until January 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires 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 have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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 has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors (other than the independent registered public accounting firm), service providers (except the Company’s independent registered public accounting firm), 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. Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $829,503 in its operating bank account and working capital of Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,

Restatement of Previously Issue

Restatement of Previously Issued Financial Statement	12 Months Ended
Restatement of Previously Issued Financial Statement	Dec. 31, 2021
Prior Period Adjustment [Abstract]
Restatement of Previously Issued Financial Statements	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and its forward purchase agreement (“FPA”) (as defined in Note 6) as components of equity instead of as liabilities. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Upon review of the SEC Statement, the Company’s management further evaluated the Warrants and FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts As a result of the above, the Company should have classified the Warrants and FPA as liabilities in its previously issued financial statement as of January 28th, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and the FPA at the end of each reporting period as well as re-evaluate The Company’s accounting for the Warrants and FPA as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. In addition, the management of the Company has re-evaluated 480-10-S99-3A re-evaluation, As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued audited balance sheet included in the Company’s Current Report on Form 8-K Balance Sheet as of January 28, 2021 As Previously Adjustment As Restated Warrant and FPA Liabilities $ — $ 13,316,350 $ 13,316,350 Class A common stock subject to possible redemption 224,469,310 25,530,690 250,000,000 Class A common stock $ 255 $ (255 ) $ — Additional paid-in $ 5,457,740 $ (5,457,740 ) $ — Accumulated deficit $ (458,639 ) $ (20,072,695 ) $ (20,531,334 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 (25,530,690 ) $ (20,530,687 )

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 and forward purchase agreement (“FPA”) (as described in Note 10). 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, at December 31, 2021 and 2020, 25,000,000 and no shares, respectively, of Class A common shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ (deficit) 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. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,583,750 ) Class A common stock issuance costs (13,795,698 ) Plus: Accretion of carrying value to redemption value 21,379,448 Class A common stock subject to possible redemption $ 250,000,000 Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued the amount of $14,238,064 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $442,366 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1). Warrant Liabilities and Forward Purchase Agreement Derivative Asset The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC 815-40, each reporting period. These assets or liabilities are subject to re-measurement Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature other than the warrant liabilities and FPA (see Note 11). Recently Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	12 Months Ended
Public Offering	Dec. 31, 2021
Public Offering [Abstract]
Public Offering	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fourth

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant the Company in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 2,875,000 shares of the Company’s Class B common stock (the “Founder Shares”). On December 18, 2020, the Company effected a 2,875,000 stock dividend resulting in 5,750,000 Founder Shares outstanding and on January 25, 2021, the Company effected a 718,750 stock dividend resulting in 6,468,750 Founder Shares outstanding. The Founder Shares included an aggregate of up to 218,750 shares of Class B common stock that were subject to forfeiture by the Sponsor. On March 11, 2021, the above-mentioned 218,750 shares of Class B common stock were forfeited following the expiration of the underwriters’ overallotment option. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing 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 On April 13, 2021, the Company added a new member to the sponsorship and the Sponsor allocated 20,000 Founder Shares. The total consideration paid for these shares was $58. In addition, on April 13, 2021, the Sponsor also transferred 20,000 Founder Shares to a director of the Company. Finally, on February 7, 2022, the sponsor transferred 20,000 Founder Shares to a newly appointed director of the Company. The sale and allocation of the Founders Shares to the Company’s director nominees as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 40,000 shares allocated on April 13, 2021 was $299,880 or $7.50 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Administrative Support Agreement The Company entered into an agreement, commencing on January 25, 2021 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the year ended December 31, 2021, the Company incurred $110,000 in fees for these services, of which such fees are recorded as accrued expenses in the balance sheet as of December 31, 2021. For the period from August 18, 2020 (inception) through December 31, 2020, the Company did not incur any fees for these services. Due from Sponsor At the closing of the Initial Public Offering on January 28, 2021, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $150,000 was due to the Company to be held outside of the Trust Account for working capital purposes. As of December 31, 2021, such amount was repaid and is no longer due from the Sponsor. The Company can no longer borrow from this note. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, there were $200 and no Working Capital Loans outstanding, respectively. From time to time, the Sponsor or an affiliate of the Sponsor will make payments on behalf of the Company for operating expenses that may include annual or quarterly subscriptions. At December 31, 2021, and December 31, 2020 the amounts owed amounted to Forward Purchase Agreement Following the Initial Public Offering on January 28, 2021, the Company entered into a forward purchase agreement dated January 28, 2021 with HEC Master Fund LP (“HEC Master”) pursuant to which HEC Master will purchase from the Company up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and a mutually agreed upon number of warrants to purchase one share of Class A common stock (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”),

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 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' (Deficit) Equity

Stockholders' (Deficit) Equity	12 Months Ended
Stockholders' (Deficit) Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' (Deficit) Equity	NOTE 8. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred Stock Class A Common Stock The Company determined the common stock subject to redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the Forward Purchase Agreement, it was concluded that the redemption value should include all the Public Shares resulting in the common stock subject to possible redemption being equal to $250,000,000. This resulted in a measurement adjustment to the initial carrying value of the Class A common stock subject to redemption with the offset recorded to additional paid-in Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one as-converted one-for-one

Warrants

Warrants	12 Months Ended
Warrants	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Warrant Liabilities	NOTE 9. WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class 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, the Company 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. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any issuance of Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. At December 31, 2021, there are 4,666,667 Private Warrants and 6,250,000 Public Warrants outstanding. None were outstanding at December 31, 2020.

Income Tax

Income Tax	12 Months Ended
Income Tax	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 35,455 $ 266 Organizational costs/Startup expenses 277,366 — Total deferred tax assets 312,821 266 Valuation allowance (312,821 ) (266 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: Year ended December 31, 2021 2020 Federal Deferred (312,555 ) (266 ) Change in valuation allowance 312,555 266 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $168,834 and $1,268 of U.S. federal net operating loss carryovers available to offset future taxable income. Federal net operating loss can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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 and for the period from August 18, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $312,289 and $266, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the is as follows: Year ended December 31, For the period Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in fair value of warrant liabilities (30.7)% 0.0% Change in fair value of FPA (0.3)% 0.0% Transaction costs incurred in connection with initial public offering 2.3% 0.0% Initial FPA Expense 0.1% 0.0% Change in valuation allowance 7.6% (21.0)% Income tax provision 0.0% 0.0% The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $250,035,428 in money market funds, which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. 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 Fair Value Assets: December 31, 2021 Marketable Securities held in Trust Account – Treasury Trust Money Market Fund 1 $ 250,035,428 December 31, 2021 Forward Purchase Agreement Derivative Asset 3 $ 51,625 Liabilities: December 31, 2021 Warrant Liabilities– Public Warrants 1 $ 4,188,125 December 31, 2021 Warrant Liabilities – Private Placement Warrants 2 $ 3,127,134 There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2020. The Warrants and FPA were accounted for as assets or liabilities in accordance with ASC 815-40 The Public Warrants were initially valued using a Monte Carlo simulation model. The Public Warrants were subsequently valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued initially, and through September 30, 2021, using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary significant unobservable input used in the fair value measurement of the Company’s private warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The FPA’s fair value was estimated using the reconstructed unit price, the net present value of per forward purchase unit commitment, and the forward purchase unit, which is considered to be a Level 3 fair value measurement. The following table presents the quantitative information regarding Level 3 fair value measurements inputs: December 31, 2021 Forward Purchase Price (per unit) $ 10.00 Underlying Asset Price (per share) $ 9.78 Concluded Value of Private Warrants (1) $ 0.67 Number of Warrants per unit 0.25 Concluded Unit Value 9.95 Time to Maturity (Years) 0.54 Risk Free Rate 0.21 % (1) Includes vola tility of 11.00% and dividend of 0.0 The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 5,717,600 7,583,750 13,301,350 Change in fair value (2,590,466 ) (2,708,750 ) (5,289,216 ) Transfer to Level 1 — (4,875,000 ) (4,875,000 ) Transfer to Level 2 (3,127,134 ) — (3,127,134 ) 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 three months ended March 31, 2021 was $4,875,000, when the Public Warrants were separately listed and traded. There were no changes in levels for the three months ended June 30, 2021 and three months ended September 30, 2021. The estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the three months ended December 31, 2021 was $3,127,134. The following table presents the changes in the fair value of FPA, which utilizes Level 3 measurements: Forward Derivative Fair value as of January 1, 2021 $ — Initial measurement on January 28, 2021 (15,000 ) Change in valuation inputs or other assumptions 66,625 Fair value as of December 31, 2021 $ 51,625

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 12. SUBSEQUENT EVENTS 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the below. On February 7, 2022, the Sponsor transferred 20,000 Founder Shares to a director of the Company. The allocation of the Founders Shares to the Company’s director is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 20,000 shares allocated on February 7, 2022 was $149,673 or $7.48 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. On February 7, 2022, the Board of Directors exercised its authority pursuant to the Company’s amended and restated certificate of incorporation and elected Mr. Douglas Renert, effective immediately, to the Board of Directors. Mr. Renert replaced Mr. Douglas Braunstein on the Audit Committee, effective immediately. Mr. Renert is an independent director. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Furthermore, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 and forward purchase agreement (“FPA”) (as described in Note 10). 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.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, at December 31, 2021 and 2020, 25,000,000 and no shares, respectively, of Class A common shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ (deficit) 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. Increases or decreases in the carrying amount of redeemable common stock, if any, are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,583,750 ) Class A common stock issuance costs (13,795,698 ) Plus: Accretion of carrying value to redemption value 21,379,448 Class A common stock subject to possible redemption $ 250,000,000
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued the amount of $14,238,064 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $442,366 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1).
Warrant Liabilities And Forward Purchase Agreement Derivative Asset	Warrant Liabilities and Forward Purchase Agreement Derivative Asset The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, the “Warrants”) and FPA in accordance with the guidance contained in ASC 815-40,
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no
Net income (Loss) per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 10,916,667 shares of Class A common stock in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from August 18, 2020 (Inception) Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,237,180 $ 869,812 $ — $ (1,268 ) Denominator: Basic weighted average shares outstanding 23,082,192 6,202,055 — 5,625,000 Basic net income (loss) per common share $ 0.14 $ 0.14 $ — $ (0.00 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature other than the warrant liabilities and FPA (see Note 11).
Recent Accounting Standards	Recently Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statement (Tables)	12 Months Ended
	Dec. 31, 2021
Prior Period Adjustment [Abstract]
Summary of Restatement of Previously Issued Financial Statements	As such the Company is reporting this restatement to the Affected Financial Statement in this Current Report on Form 10K. Balance Sheet as of January 28, 2021 As Previously Adjustment As Restated Warrant and FPA Liabilities $ — $ 13,316,350 $ 13,316,350 Class A common stock subject to possible redemption 224,469,310 25,530,690 250,000,000 Class A common stock $ 255 $ (255 ) $ — Additional paid-in $ 5,457,740 $ (5,457,740 ) $ — Accumulated deficit $ (458,639 ) $ (20,072,695 ) $ (20,531,334 ) Total Stockholders’ Equity (Deficit) $ 5,000,003 (25,530,690 ) $ (20,530,687 )

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2021
Earnings Per Share [Abstract]
Summary of Class A Common stock Reflected in the Condensed Balance Sheet	At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (7,583,750 ) Class A common stock issuance costs (13,795,698 ) Plus: Accretion of carrying value to redemption value 21,379,448 Class A common stock subject to possible redemption $ 250,000,000
Summary of basic and diluted net income (loss)	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2021 For the Period from August 18, 2020 (Inception) Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,237,180 $ 869,812 $ — $ (1,268 ) Denominator: Basic weighted average shares outstanding 23,082,192 6,202,055 — 5,625,000 Basic net income (loss) per common share $ 0.14 $ 0.14 $ — $ (0.00 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
Income Tax (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of The Company's net deferred tax assets	The Company’s net deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 35,455 $ 266 Organizational costs/Startup expenses 277,366 — Total deferred tax assets 312,821 266 Valuation allowance (312,821 ) (266 ) Deferred tax asset, net of allowance $ — $ —
Schedule of The income tax provision	The income tax provision consists of the following: Year ended December 31, 2021 2020 Federal Deferred (312,555 ) (266 ) Change in valuation allowance 312,555 266 Income tax provision $ — $ —
Schedule of A reconciliation of the federal income tax rate to the Company's effective tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate for the is as follows: Year ended December 31, For the period Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in fair value of warrant liabilities (30.7)% 0.0% Change in fair value of FPA (0.3)% 0.0% Transaction costs incurred in connection with initial public offering 2.3% 0.0% Initial FPA Expense 0.1% 0.0% Change in valuation allowance 7.6% (21.0)% Income tax provision 0.0% 0.0%

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Fair Value Measurements	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: December 31, 2021 Marketable Securities held in Trust Account – Treasury Trust Money Market Fund 1 $ 250,035,428 December 31, 2021 Forward Purchase Agreement Derivative Asset 3 $ 51,625 Liabilities: December 31, 2021 Warrant Liabilities– Public Warrants 1 $ 4,188,125 December 31, 2021 Warrant Liabilities – Private Placement Warrants 2 $ 3,127,134 There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2020.
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements	The following table presents the quantitative information regarding Level 3 fair value measurements inputs: December 31, 2021 Forward Purchase Price (per unit) $ 10.00 Underlying Asset Price (per share) $ 9.78 Concluded Value of Private Warrants (1) $ 0.67 Number of Warrants per unit 0.25 Concluded Unit Value 9.95 Time to Maturity (Years) 0.54 Risk Free Rate 0.21 % (1) Includes vola tility of 11.00% and dividend of 0.0
Summary of warrants	The following table presents the changes in the fair value of the Level 3 warrant liabilities: The following table presents the changes in the fair value of FPA, which utilizes Level 3 measurements: Forward Derivative Fair value as of January 1, 2021 $ — Initial measurement on January 28, 2021 (15,000 ) Change in valuation inputs or other assumptions 66,625 Fair value as of December 31, 2021 $ 51,625 Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 28, 2021 5,717,600 7,583,750 13,301,350 Change in fair value (2,590,466 ) (2,708,750 ) (5,289,216 ) Transfer to Level 1 — (4,875,000 ) (4,875,000 ) Transfer to Level 2 (3,127,134 ) — (3,127,134 ) Fair value as of December 31, 2021 $ — $ — $ —

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 07, 2022	Jan. 28, 2021	Jan. 26, 2021	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued	20,000
Initial public offering, price per unit		$ 10		$ 10	$ 10
Proceeds from issuance initial public offering				$ 7,000,000
Other offering costs		$ 488,064
Operating bank account				$ 829,503
Assets held-in-trust		$ 250,000,000
Temporary equity redemption price per share		$ 10		$ 10		$ 10
Minimum tangible assets for business combination		$ 5,000,001		$ 5,000,001
Interest to pay dissolution expenses		100,000
Working capital				$ 47,310
IPO
Description Of Organisation And Business Operation [Line Items]
Initial public offering, price per unit				$ 10
Transaction cost		14,238,064
Underwriting fees		5,000,000
Deferred offering costs		8,750,000
Over-Allotment Option
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued			2,500,000
Private Placement
Description Of Organisation And Business Operation [Line Items]
Proceeds from issuance initial public offering		$ 4,666,667
Issue price of warrants		$ 1.50
Proceeds from issuance of warrants		$ 7,000,000
Common Class A
Description Of Organisation And Business Operation [Line Items]
Proceeds from issuance initial public offering				$ 250,000,000
Proceeds from issuance of warrants				$ 7,583,750
Common Class A \| IPO
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued		25,000,000		25,000,000
Initial public offering, price per unit		$ 10
Proceeds from issuance initial public offering		$ 250,000,000
Common Class A \| Over-Allotment Option
Description Of Organisation And Business Operation [Line Items]
Initial public offering, units issued		2,500,000		2,500,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statement - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Jan. 28, 2021
Prior Period Adjustment [Abstract]
Minimum tangible assets for business combination	$ 5,000,001	$ 5,000,001
Minimum Shareholders Equity	$ 5

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statement - Summary of Revision of Previously Issued Financial Statements (Detail) - USD ($)	Dec. 31, 2021	Jan. 28, 2021	Dec. 31, 2020	Aug. 17, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 250,000,000		$ 0
Additional paid-in capital	0		24,353
Accumulated deficit	(15,966,949)		(1,268)
Total Stockholders' Equity (Deficit)	$ (15,966,324)		$ 23,732	$ 0
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant And FPA Liabilities		$ 0
Class A common stock subject to possible redemption		224,469,310
Class A common stock		255
Additional paid-in capital		5,457,740
Accumulated deficit		(458,639)
Total Stockholders' Equity (Deficit)		5,000,003
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant And FPA Liabilities		13,316,350
Class A common stock subject to possible redemption		25,530,690
Class A common stock		(255)
Additional paid-in capital		(5,457,740)
Accumulated deficit		(20,072,695)
Total Stockholders' Equity (Deficit)		(25,530,690)
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant And FPA Liabilities		13,316,350
Class A common stock subject to possible redemption		250,000,000
Class A common stock		0
Additional paid-in capital		0
Accumulated deficit		(20,531,334)
Total Stockholders' Equity (Deficit)		$ (20,530,687)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jan. 28, 2021	Dec. 31, 2021	Dec. 31, 2020
Class A common stock, subject to possible redemption, shares		25,000,000	0
Federal depository insurance coverage		$ 250,000
Transaction costs incurred in connection with warrant liabilities		$ 442,366
IPO [Member]
Transaction Cost	$ 14,238,064
Warrant
Anti dilutive securities		10,916,667

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Class A Common stock Reflected in the Condensed Balance Sheet (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds		$ 7,000,000
Class A common stock issuance costs	$ 0	(315,207)
Class A common stock subject to possible redemption	$ 0	250,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds		250,000,000
Proceeds allocated to Public Warrants		(7,583,750)
Class A common stock issuance costs		(13,795,698)
Accretion of carrying value to redemption value		21,379,448
Class A common stock subject to possible redemption		$ 250,000,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Basic and Diluted Net Income (Loss) (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Allocation of net income (loss), as adjusted	$ (1,268)	$ 4,106,992
Common Class A [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 0	$ 3,237,180
Denominator:
Weighted average shares outstanding	0	23,082,192
Basic and diluted net income (loss) per common share	$ 0	$ 0.14
Diluted net income per common share
Allocation of net income, as adjusted	$ 0	$ 3,231,889
Diluted weighted average shares outstanding	0	23,082,192
Diluted net income per common share	$ 0	$ 0.14
Common Class B [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ (1,268)	$ 869,812
Denominator:
Weighted average shares outstanding	5,625,000	6,202,055
Basic and diluted net income (loss) per common share	$ 0	$ 0.14
Diluted net income per common share
Allocation of net income, as adjusted	$ (1,268)	$ 875,103
Diluted weighted average shares outstanding	5,625,000	6,250,000
Diluted net income per common share	$ 0	$ 0.14

Public Offering - Additional In

Public Offering - Additional Information (Detail) - $ / shares	Feb. 07, 2022	Jan. 28, 2021	Jan. 26, 2021	Dec. 31, 2021	Jun. 30, 2021
Initial public offering, units issued	20,000
Initial public offering, price per unit		$ 10		$ 10	$ 10
IPO
Initial public offering, price per unit				$ 10
Over-Allotment Option
Initial public offering, units issued			2,500,000
Class A Common Stock \| IPO
Initial public offering, units issued		25,000,000		25,000,000
Initial public offering, price per unit		$ 10
Class A Common Stock \| Over-Allotment Option
Initial public offering, units issued		2,500,000		2,500,000
Class A Common Stock \| Public Warrant
Warrant exercise price				$ 11.50
Description of class of warrant or right				Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”).

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement Warrants	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Class of warrant or right issued during the period \| shares	4,666,667
Class of warrant, exercise price	$ 11.50
Class of warrants or rights issue price per share	$ 1.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Feb. 07, 2022	Apr. 13, 2021	Mar. 11, 2021	Jan. 25, 2021	Dec. 18, 2020	Aug. 21, 2020	Dec. 31, 2020	Dec. 31, 2021	Jun. 30, 2021	Jan. 28, 2021
Related Party Transaction [Line Items]
Payments of offering costs							$ 0	$ 315,207
Share issue price								$ 10	$ 10	$ 10
Due to related parties, current							0	$ 4,700
Long-term debt, gross							$ 0	200
Fair value shares allocated		40,000
Fair Value per share		299880.00%
Founder shares Allocated		7.50
Transfer of shares	20,000
Due from Related Parties								0
Administrative Services Agreement
Related Party Transaction [Line Items]
Related party transaction amounts of transaction				$ 10,000
Sponsor
Related Party Transaction [Line Items]
Payments of offering costs						$ 25,000
Sponsor \| Administrative Services Agreement
Related Party Transaction [Line Items]
Related party general and administrative expenses								$ 110,000
Sponsor \| Working Capital Loans
Related Party Transaction [Line Items]
Dent instrument conversion price per share								$ 1.50
Due from related party										$ 150,000
Working Capital Loans
Related Party Transaction [Line Items]
Threshold on conversion of working capital loan								$ 1,500,000
HEC Master Fund LP \| Forward Purchase Agreement
Related Party Transaction [Line Items]
Forward purchase agreement, purchase price per unit								$ 10
Founder
Related Party Transaction [Line Items]
Founder shares Allocated		20,000
Consideration paid		$ 58
Founder \| Director [Member]
Related Party Transaction [Line Items]
Transfer of shares		20,000
Founder \| Director [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Number of founder shares transferred	20,000
Class A Common Stock
Related Party Transaction [Line Items]
Payments of offering costs								$ 13,795,698
Common stock, shares outstanding							0	0
Class A Common Stock \| Sponsor
Related Party Transaction [Line Items]
Founder shares, conditions on transfer, threshold consecutive trading days								30 days
Founder shares, conditions on transfer, threshold number of days from business combination date								150 days
Class A Common Stock \| Sponsor \| Minimum
Related Party Transaction [Line Items]
Share issue price								$ 12
Founder shares, conditions on transfer, threshold consecutive trading days								20 days
Class B Common Stock
Related Party Transaction [Line Items]
Common stock, shares outstanding							6,468,750	6,250,000
Share based compensation by share based payment arrangement shares forfeited shares							218,750
Class B Common Stock \| Sponsor
Related Party Transaction [Line Items]
Shares issued for services						2,875,000
Class B Common Stock \| Founder
Related Party Transaction [Line Items]
Common stock, shares outstanding				6,468,750	5,750,000
Stock shares issued during the period shares stock dividend				718,750	2,875,000
Common stock shares subject to forfeiture								218,750
Share based compensation by share based payment arrangement shares forfeited shares			218,750

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Feb. 07, 2022	Jan. 26, 2021	Dec. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Disclosure [Line Items]
Under writing deferred fee per unit			$ 0.35
Deferred underwriting fee payable			$ 8,750,000	$ 0
Stock Issued during Period New Shares, Shares	20,000
Over-Allotment Option
Commitments And Contingencies Disclosure [Line Items]
Stock Issued during Period New Shares, Shares		2,500,000
Common stock shares subscribed but not issued		3,000,000
Sale pf stock issue price per share		$ 10

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity - Additional Information (Detail) - USD ($)	Mar. 11, 2021	Dec. 31, 2020	Dec. 31, 2021	Jan. 28, 2021	Jan. 25, 2021	Dec. 18, 2020
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Temporary equity, shares outstanding		0	25,000,000
Redemption price per share		$ 10	$ 10	$ 10
Minimum tangible assets for business combination			$ 5,000,001	$ 5,000,001
Class A common stock subject to possible redemption		$ 0	$ 250,000,000
Class A Common Stock
Common stock, shares authorized		380,000,000	380,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares Issued		0	0
Common stock, shares outstanding		0	0
Temporary equity, shares outstanding		0	25,000,000
Common stock, conversion basis			one vote for each share.
Threshold percentage on conversion of common stock			20.00%
Class A common stock subject to possible redemption			$ 250,000,000
Class B Common Stock
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares Issued		6,468,750	6,250,000
Common stock, shares outstanding		6,468,750	6,250,000
Common stock, conversion basis			one vote for each share
Share based compensation by share based payment arrangement shares forfeited shares		218,750
Class B Common Stock \| Founder
Common stock, shares outstanding					6,468,750	5,750,000
Share based compensation by share based payment arrangement shares forfeited shares	218,750
Percentage of common stock issued and outstanding after initial public offer			20.00%

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares	12 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Redemption trigger share price	$ 18
Class A Common Stock \| Business Combination [Member]
Business acquisition, share price	9.20
Public Warrants
Warrant exercise price	$ 0.01
Class of warrant or right minimum notice period for redemption	30 days
Class of warrant or right redemption threshold consecutive trading days	20 days
Minimum percentage of equity proceeds for fund business combination	60.00%
Class of warrant or right exercise price adjustment percentage	115.00%
Class of warrant or right redemption price adjustment percentage	180.00%
Warrants and rights outstanding	6,250,000	0
Public Warrants \| Maximum
Class of warrant or right, threshold trading days for exercise	30 days
Class of warrant or right redemption threshold consecutive trading days	30 days
Public Warrants \| Minimum
Class of warrant or right, threshold trading days for exercise	12 months
Number of days required to file registration statement for stock issuance	15 days
Private Placement Warrants
Warrants and rights outstanding	4,666,667	0

Income Tax - Schedule Of The Co

Income Tax - Schedule Of The Company's net deferred tax assets (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforward	$ 35,455	$ 266
Organizational costs/Startup expenses	277,366	0
Total deferred tax assets	312,821	266
Valuation allowance	(312,821)	(266)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Tax - Schedule Of the i

Income Tax - Schedule Of the income Tax Provision (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred	$ (266)	$ (312,555)
Change in the valuation allowance	266	312,555
Income tax provision	$ 0	$ 0

Income Tax - Schedule Of A Rec

Income Tax - Schedule Of A Reconciliation of the Federal income tax rate to the Company's Effective Tax Rate (Detail)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Change in fair value of warrant liabilities	0.00%	(30.70%)
Change in fair value of FPA	0.00%	(0.30%)
Transaction costs incurred in connection with initial public offering	0.00%	2.30%
Initial FPA Expense	0.00%	0.10%
Change in valuation allowance	(21.00%)	7.60%
Income tax provision	0.00%	0.00%

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
Income Tax - Additional Information (Detail) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Change in the valuation allowance	$ 266	$ 312,289
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryovers	$ 1,268	$ 168,834

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended			12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Investment Income, Interest				$ 0
Level 1, 2 and 3 [Member]
Fair value levels transfers		$ 0	$ 0
Public Warrant
Fair value of liabilities transferred out of level 3				4,875,000
Private Warrants [Member]
Fair value of liabilities transferred out of level 3	$ 3,127,134
US Treasury Securities \| Money Market Funds [Member]
Cash and marketable securities held in trust account	$ 250,035,428			$ 250,035,428

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Detail)	Dec. 31, 2021USD ($)
Level 1 \| Fair Value, Recurring \| Public Warrant
Liabilities:
Warrant Liability	$ 4,188,125
Level 3 \| Fair Value, Recurring
Assets:
Forward Purchase Agreement Derivative Asset	51,625
Level 3 \| Fair Value, Recurring \| Private Placement Warrant
Liabilities:
Warrant Liability	3,127,134
US Treasury Securities \| Money Market Funds [Member]
Assets:
Fair Value	$ 250,035,428

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail)	Dec. 31, 2021d
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	11
Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	0
Forward Purchase Price \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	10
Underlying Asset Price \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	9.78
Concluded Value of Private Warrants \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	0.67	[1]
Number of Warrants per unit \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	0.25
Concluded Unit Value \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	9.95
Time to Maturity \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	0.54
Risk Free Rate \| Level 3 \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding	0.21

[1]	Includes volatility of 11.00% and dividend of 0.0%.

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of warrants (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Fair value at the ending	$ 7,315,259		$ 7,315,259
Public Warrant [Member]
Class of Warrant or Right [Line Items]
Transfer to Level 1			4,875,000
Transfer to Level 2			4,875,000
Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value at the beginning		$ 0	0
Initial measurement on January 28, 2021		13,301,350
Transfer to Level 1	(3,127,134)	(4,875,000)
Change in valuation inputs or other assumptions		(5,289,216)
Transfer to Level 2	(3,127,134)	(4,875,000)
Fair value at the ending	0		0
Warrant [Member] \| Private Placement Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value at the beginning		0	0
Initial measurement on January 28, 2021		5,717,600
Transfer to Level 1	(3,127,134)	0
Change in valuation inputs or other assumptions		(2,590,466)
Transfer to Level 2	(3,127,134)	0
Fair value at the ending	0		0
Warrant [Member] \| Public Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value at the beginning		0	0
Initial measurement on January 28, 2021		7,583,750
Transfer to Level 1	0	(4,875,000)
Change in valuation inputs or other assumptions		(2,708,750)
Transfer to Level 2	0	$ (4,875,000)
Fair value at the ending	0		0
FPA Derivative [Member]
Class of Warrant or Right [Line Items]
Initial measurement on January 28, 2021			(15,000)
Change in valuation inputs or other assumptions			66,625
Fair value at the ending	$ 51,625		$ 51,625

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	Feb. 07, 2022USD ($)$ / sharesshares
Subsequent Event [Line Items]
Shares Issued During period	20,000
Stock issued value \| $	$ 149,673
per share Price \| $ / shares	$ 7.48
Interse Transfer Of Shares	20,000