Healthcare Services Acquisition (HCAR) 10-Q16 May 222022 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 16, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity Registrant Name	Healthcare Services Acquisition Corp
Entity Central Index Key	0001824846
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39823
Entity Tax Identification Number	85-2754095
Entity Address, Address Line One	7809 Woodmont Avenue, Suite 200
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	605-1309
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant
Trading Symbol	HCARU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	HCAR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		33,120,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
Trading Symbol	HCARW
Security Exchange Name	NASDAQ
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		8,280,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 323,290	$ 742,500
Prepaid expenses	286,750	234,790
Total current assets	610,040	977,290
Investments held in Trust Account	331,289,841	331,263,610
Total Assets	331,899,881	332,240,900
Current liabilities:
Accounts payable	72,868	72,084
Accrued expenses	93,651	17,339
Franchise tax payable	48,817	144,044
Total current liabilities	215,336	233,467
Deferred underwriting commissions	11,592,000	11,592,000
Accrued liabilities	3,440,147	2,902,934
Note payable	600,000	600,000
Derivative warrant liabilities	8,562,560	13,095,680
Total Liabilities	24,410,043	28,424,081
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 33,120,000 shares issued and outstanding at redemption value at $10.00 per share as of March 31, 2022 and December 31, 2021	331,200,000	331,200,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	0	0
Accumulated deficit	(23,710,990)	(27,384,009)
Total Stockholders' deficit	(23,710,162)	(27,383,181)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	331,899,881	332,240,900
Class A Common Stock [Member]
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 33,120,000 shares issued and outstanding at redemption value at $10.00 per share as of March 31, 2022 and December 31, 2021	331,200,000
Stockholders' Deficit:
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Deficit:
Common stock	$ 828	$ 828

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Liabilities and Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption, issued (in shares)	33,120,000	33,120,000
Common stock, shares subject to possible redemption, outstanding (in shares)	33,120,000	33,120,000
Common stock, redemption price (in dollars per share)	$ 10	$ 10
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	8,280,000	8,280,000
Common stock, shares outstanding (in shares)	8,280,000	8,280,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Operating expenses
General and administrative expenses	$ 799,015	$ 226,218
General and administrative expenses - related party	60,000	60,000
Franchise tax expense	48,817	48,817
Total operating expenses	(907,832)	(335,035)
Other income (expenses):
Change in fair value of derivative warrant liabilities	4,533,120	11,584,640
Investment income on Trust Account	47,731	126,111
Income before income tax expense	3,673,019	11,375,716
Income tax expense	0	21,269
Net income	$ 3,673,019	$ 11,354,447
Class A Common Stock [Member]
Other income (expenses):
Basic weighted average shares outstanding (in shares)	33,120,000	33,120,000
Diluted weighted average shares outstanding (in shares)	33,120,000	33,120,000
Basic net income per common stock (in dollars per share)	$ 0.09	$ 0.27
Diluted net income per common stock (in dollars per share)	$ 0.09	$ 0.27
Class B Common Stock [Member]
Other income (expenses):
Basic weighted average shares outstanding (in shares)	8,280,000	8,280,000
Diluted weighted average shares outstanding (in shares)	8,280,000	8,280,000
Basic net income per common stock (in dollars per share)	$ 0.09	$ 0.27
Diluted net income per common stock (in dollars per share)	$ 0.09	$ 0.27

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]Class A [Member]	Common Stock [Member]Class B [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2020	$ 0	$ 828	$ 0	$ (38,000,519)	$ (37,999,691)
Beginning balance (in shares) at Dec. 31, 2020	0	8,280,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 0	$ 0	0	11,354,447	11,354,447
Ending balance at Mar. 31, 2021	$ 0	$ 828	0	(26,646,072)	(26,645,244)
Ending balance (in shares) at Mar. 31, 2021	0	8,280,000
Beginning balance at Dec. 31, 2021	$ 0	$ 828	0	(27,384,009)	(27,383,181)
Beginning balance (in shares) at Dec. 31, 2021	0	8,280,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 0	$ 0	0	3,673,019	3,673,019
Ending balance at Mar. 31, 2022	$ 0	$ 828	$ 0	$ (23,710,990)	$ (23,710,162)
Ending balance (in shares) at Mar. 31, 2022	0	8,280,000

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 3,673,019	$ 11,354,447
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account	(47,731)	(126,111)
Change in fair value of derivative warrant liabilities	(4,533,120)	(11,584,640)
Changes in operating assets and liabilities:
Prepaid expenses	(51,960)	(10,959)
Accounts payable	784	5,485
Accrued expense	76,312	61,257
Due to Related Party	0	(20,200)
Franchise tax payable	(95,227)	48,817
Income tax payable	0	21,269
Accrued liabilities	537,213	0
Net cash used in operating activities	(440,710)	(250,635)
Cash Flows from Investing Activities
Investment income released from Trust Account to pay franchise taxes	21,500	0
Net cash provided by investing activities	21,500	0
Net increase (decrease) in cash	(419,210)	(250,635)
Cash - beginning of period	742,500	922,756
Cash - end of period	$ 323,290	$ 672,121

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1 - Description of Organization, Business Operations and Basis of Presentation Healthcare Services Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on August 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from August 26, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on its investments held in the Trust Account (as defined below) from the proceeds of its Initial Public Offering. The Company’s sponsor is Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of 33,120,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,320,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $331.2 million, and incurring offering costs of approximately $18.9 million, inclusive of approximately $11.6 million in deferred underwriting commissions (Notes 2 and 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,624,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), generating proceeds of approximately $8.6 million (Notes 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, $331.2 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 the holders of the 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 stockholders 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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that the Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (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 The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these condensed financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2022, and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Going Concern As of March The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash payment of $25,000 from the Sponsor to purchase the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $174,000 under the Note (Note 4). The Company repaid the Note in full upon closing of the Initial Public Offering. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In connection with the management assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation - Going Concern,” management has determined that mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to complete a business combination by the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 28, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. 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 condensed financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 had no cash equivalents held outside the Trust Account as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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, and any cash held in the Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”) equal or approximate the carrying amounts represented in the accompanying condensed balance sheets due to their short-term nature except for derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party, income tax payable and franchise tax payable approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants” as defined in Note 3) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants, was initially calculated using a Monte Carlo model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Placement Warrants was initially calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Beginning in January 2021, the fair value of the Public Warrants is determined based on the listed price in an active market for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Warrants as of March 31, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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 the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 33,120,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021, The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 25,184,000 shares of common stock because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per common stock is the same as basic net income per common stock for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common stock: For the three months ended March 31, 2022 For the three months ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 2,938,415 $ 734,604 $ 9,083,558 $ 2,270,889 Denominator: Basic and diluted weighted average common stock outstanding 33,120,000 8,280,000 33,120,000 8,280,000 Basic and diluted net income per common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On December 28, 2020, the Company consummated its Initial Public Offering of 33,120,000 Units, including 4,320,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $331.2 million, and incurring offering costs of approximately $18.9 million, inclusive of approximately $11.6 million in deferred underwriting commissions. Of the Units sold in the Initial Public Offering, an aggregate of 2,448,000 Units were purchased by the Anchor Investor. Each Unit consists of one share of Class A common stock, and one-half

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On September 2, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In October 2020, the Sponsor transferred an aggregate of 90,000 Founder Shares to the independent directors. Shares and the associated amounts have been retroactively restated to reflect: (i) in December 2020, the Sponsor forfeited 1,725,000 shares of Class B common stock and (ii) a stock dividend of 1,380,000 shares declared in December 2020 with respect to Class B common stock, resulting in an aggregate of 8,280,000 shares of Class B common stock outstanding. The Sponsor agreed to forfeit 1,080,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 28, 2020; thus, these 1,080,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,624,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor and the Anchor Investor, generating proceeds of approximately $8.6 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the Anchor Investor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees. The Sponsor, the Anchor Investor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 2, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $174,000 under the Note and repaid the Note in full upon closing of the Initial Public Offering. No future borrowings are permitted under this loan. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). On December 13, 2021, as part of the Working Capital Loan, the Company entered an unsecured promissory note in the principal amount of up to $5,000,000 with the Sponsor. This promissory note does not bear interest. 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 or, at the lenders’ discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The outstanding balance under the Working Capital Loans amounted to $600,000 as of March 31, 2022 and December 31, 2021. Due to Related Party The Company’s officers or directors pay for certain expenses on behalf of the Company. Such expenses are recorded as due to related party and reimbursed to the Company’s officers or directors. As of March 31, 2022 and December 31, 2021, the Company had no amounts due to related party on the condensed balance sheets. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and administrative support. For each of the three months ended March 31, 2022 and 2021, the Company incurred and paid $60,000 in general and administrative expenses to related party expenses on the condensed statements of operations. As of March 31, 2022 and December 31, 2021, the Company had no balance outstanding on the condensed balance sheets related to this agreement. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 4,320,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on December 28, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.6 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $11.6 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Fees The Company’s counsel agreed to defer certain fees until the consummation of the Company’s initial Business Combination. As of March 31, 2022 and December 31, 2021, there were approximately $3.4 million and approximately $2.9 million of such fees in accrued liabilities presented on the accompanying condensed balance sheets, respectively.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended
Derivative Warrant Liabilities	Mar. 31, 2022
Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 6 - Derivative Warrant Liabilities As of March 31, 2022 and December 31, 2021, the Company has 16,560,000 and 8,624,000 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the 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. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as provided below under “-Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00,” the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock as reported during the ten In no event will the Company be required to net cash settle any warrant. 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	3 Months Ended
Class A Common Stock Subject to Possible Redemption	Mar. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 33,120,000 shares of Class A common stock outstanding subject to possible redemption. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 331,200,000 Less: Fair value of Public Warrants at issuance (17,884,800 ) Offering costs allocated to Class A common stock subject to redemption amount (17,870,300 ) Plus: Accretion on Class A common stock subject to possible redemption amount 35,755,100 Class A common stock subject to possible redemption $ 331,200,000

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
Stockholders' Deficit	Mar. 31, 2022
Stockholders' Deficit [Abstract]
Stockholders' Deficit	Note 8 - Stockholders’ Deficit Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were 33,120,000 shares of Class A common stock issued or outstanding, all of which were subject to possible redemption, and are classified as temporary equity (see Note 7). Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were 8,280,000 Class B ordinary shares issued and outstanding, which reflects the share capitalizations as discussed in Note 4. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than as described below, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March and December respectively, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,289,841 $ - $ - $ 331,289,841 Liabilities: Derivative warrant liabilities - Public Warrants $ 5,630,400 $ - $ - $ 5,630,400 Derivative warrant liabilities - Private Placement Warrants $ - $ 2,932,160 $ - $ 2,932,160 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,263,610 $ - $ - $ 331,263,610 Liabilities: Derivative warrant liabilities - Public Warrants $ 8,611,200 $ - $ - $ 8,611,200 Derivative warrant liabilities - Private Placement Warrants $ - $ 4,484,480 $ - $ 4,484,480 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers Level 1 instruments include investments invested in government securities and Public Warrants. The Company uses quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 2 instruments include Private Placement Warrants. The Company uses the same quoted market prices from dealers or brokers, and other similar sources as Public Warrants to determine the fair value of its investments.

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2022
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these condensed financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2022, and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 31, 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 had no cash equivalents held outside the Trust Account as of March 31, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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, and any cash held in the Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”) equal or approximate the carrying amounts represented in the accompanying condensed balance sheets due to their short-term nature except for derivative warrant liabilities (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party, income tax payable and franchise tax payable approximate their fair values due to the short-term nature of the instruments.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Derivative Warrant Liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants” as defined in Note 3) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants, was initially calculated using a Monte Carlo model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Placement Warrants was initially calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Beginning in January 2021, the fair value of the Public Warrants is determined based on the listed price in an active market for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Warrants as of March 31, 2022 and December 31, 2021 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A 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 the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 33,120,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021, The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 25,184,000 shares of common stock because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per common stock is the same as basic net income per common stock for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common stock: For the three months ended March 31, 2022 For the three months ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 2,938,415 $ 734,604 $ 9,083,558 $ 2,270,889 Denominator: Basic and diluted weighted average common stock outstanding 33,120,000 8,280,000 33,120,000 8,280,000 Basic and diluted net income per common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Basic and Diluted Net Income Per Common Share	The following table reflects the calculation of basic and diluted net income per common stock: For the three months ended March 31, 2022 For the three months ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 2,938,415 $ 734,604 $ 9,083,558 $ 2,270,889 Denominator: Basic and diluted weighted average common stock outstanding 33,120,000 8,280,000 33,120,000 8,280,000 Basic and diluted net income per common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	3 Months Ended
	Mar. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 331,200,000 Less: Fair value of Public Warrants at issuance (17,884,800 ) Offering costs allocated to Class A common stock subject to redemption amount (17,870,300 ) Plus: Accretion on Class A common stock subject to possible redemption amount 35,755,100 Class A common stock subject to possible redemption $ 331,200,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2022
Fair Value Measurements [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March and December respectively, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,289,841 $ - $ - $ 331,289,841 Liabilities: Derivative warrant liabilities - Public Warrants $ 5,630,400 $ - $ - $ 5,630,400 Derivative warrant liabilities - Private Placement Warrants $ - $ 2,932,160 $ - $ 2,932,160 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,263,610 $ - $ - $ 331,263,610 Liabilities: Derivative warrant liabilities - Public Warrants $ 8,611,200 $ - $ - $ 8,611,200 Derivative warrant liabilities - Private Placement Warrants $ - $ 4,484,480 $ - $ 4,484,480

Description of Organization, _3

Description of Organization, Business Operations and Basis of Presentation (Details)	Dec. 28, 2020USD ($)$ / sharesshares	Mar. 31, 2022USD ($)Business$ / shares	Dec. 31, 2021USD ($)
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Gross proceeds from initial public offering	$ 331,200,000	$ 331,200,000
Offering costs	18,900,000
Deferred underwriting commissions	$ 11,600,000	11,592,000	$ 11,592,000
Cash deposited in Trust Account		$ 331,200,000
Cash deposited in Trust Account per Unit (in dollars per share) \| $ / shares		$ 10
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%
Period To Complete Business Combination From Closing Of Initial Public Offering		24 months
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Maximum [Member]
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Interest from Trust Account that can be held to pay dissolution expenses		$ 100,000
Minimum [Member]
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Number of operating businesses included in initial Business Combination \| Business		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80.00%
Post-transaction ownership percentage of the target business		50.00%
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Units issued (in shares) \| shares	33,120,000
Share Price (in dollars per share) \| $ / shares	$ 10
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Gross proceeds from issuance of warrants	$ 8,600,000
Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Share Price (in dollars per share) \| $ / shares	$ 1
Warrants issued (in shares) \| shares	8,624,000
Gross proceeds from issuance of warrants	$ 8,600,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Units issued (in shares) \| shares	4,320,000
Share Price (in dollars per share) \| $ / shares	$ 10

Description of Organization, _4

Description of Organization, Business Operations and Basis of Presentation, Liquidity and Going Concerns (Details) - USD ($)	Dec. 28, 2020	Sep. 02, 2020	Mar. 31, 2022	Dec. 31, 2021
Liquidity and Going Concern [Abstract]
Cash			$ 323,290	$ 742,500
Working capital			444,000
Franchise tax obligations			$ 48,817	$ 144,044
Sponsor [Member] \| Promissory Note [Member]
Liquidity and Going Concern [Abstract]
Proceeds from the loan sponsor	$ 174,000
Class B Common Stock [Member] \| Sponsor [Member]
Liquidity and Going Concern [Abstract]
Proceeds from issuance of common stock		$ 25,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Common Stock Subject to Possible Redemption [Abstract]
Class A common stock, shares subject to possible redemption, issued (in shares)	33,120,000	33,120,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies, Net Income Per Share of Common Stock (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Private Placement Warrants [Member]
Net Income Per Share of Common Stock [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	25,184,000
Class A Common Stock [Member]
Numerator: [Abstract]
Allocation of net income	$ 2,938,415	$ 9,083,558
Denominator: [Abstract]
Basic weighted average common stock outstanding (in shares)	33,120,000	33,120,000
Diluted weighted average common stock outstanding (in shares)	33,120,000	33,120,000
Basic net income per common stock (in dollars per share)	$ 0.09	$ 0.27
Diluted net income per common stock (in dollars per share)	$ 0.09	$ 0.27
Class B Common Stock [Member]
Numerator: [Abstract]
Allocation of net income	$ 734,604	$ 2,270,889
Denominator: [Abstract]
Basic weighted average common stock outstanding (in shares)	8,280,000	8,280,000
Diluted weighted average common stock outstanding (in shares)	8,280,000	8,280,000
Basic net income per common stock (in dollars per share)	$ 0.09	$ 0.27
Diluted net income per common stock (in dollars per share)	$ 0.09	$ 0.27

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Dec. 28, 2020	Mar. 31, 2022	Dec. 31, 2021
Initial Public Offering [Abstract]
Gross proceeds from initial public offering	$ 331,200,000	$ 331,200,000
Offering Costs	18,900,000
Deferred underwriting commissions	$ 11,600,000	$ 11,592,000	$ 11,592,000
Exercise price of warrant (in dollars per share)		$ 11.50
Class A Common Stock [Member]
Initial Public Offering [Abstract]
Offering Costs		$ 17,870,300
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	33,120,000
Share Price (in dollars per share)	$ 10
Initial Public Offering [Member] \| Public Warrants [Member]
Initial Public Offering [Abstract]
Number of shares included in Unit (in shares)	0.5
Exercise price of warrant (in dollars per share)	$ 11.50
Initial Public Offering [Member] \| Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of shares included in Unit (in shares)	1
Number of shares issued upon exercise of warrant (in shares)	1
Initial Public Offering [Member] \| Investor [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	2,448,000
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	4,320,000
Share Price (in dollars per share)	$ 10

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details) - USD ($)	Sep. 02, 2020	Dec. 31, 2020	Oct. 31, 2020	Mar. 31, 2022	Dec. 31, 2021	Dec. 28, 2020
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)				0	0
Threshold trading days				20 days
Threshold consecutive trading days				30 days
Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)				$ 12
Period after initial Business Combination				150 days
Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)		8,280,000		8,280,000	8,280,000
Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of shares to sponsor (in shares)	8,625,000
Proceeds from issuance of common stock	$ 25,000
Number of shares forfeited (in shares)		1,725,000
Stock dividend (in shares)		1,380,000
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering		20.00%
Common stock no longer subject to forfeiture (in shares)						1,080,000
Holding period for transfer, assignment or sale of Founder Shares				1 year
Sponsor [Member] \| Class B Common Stock [Member] \| Maximum [Member]
Founder Shares [Abstract]
Shares subject to forfeiture (in shares)		1,080,000
Independent Directors [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Shares issued (in shares)			90,000

Related Party Transactions, Pri

Related Party Transactions, Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 28, 2020	Mar. 31, 2022
Private Placement [Abstract]
Exercise price of warrant (in dollars per share)		$ 11.50
Private Placement [Member]
Private Placement [Abstract]
Gross proceeds from issuance of warrants	$ 8.6
Private Placement [Member] \| Class A Common Stock [Member]
Private Placement [Abstract]
Number of shares issued upon exercise of warrant (in shares)	1
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	8,624,000
Share Price (in dollars per share)	$ 1
Gross proceeds from issuance of warrants	$ 8.6
Exercise price of warrant (in dollars per share)		$ 11.50
Holding period for transfer, assignment or sale of warrants		30 days

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans and Due to Related Party (Details) - USD ($)	Dec. 28, 2020	Sep. 02, 2020	Mar. 31, 2022	Dec. 31, 2021	Dec. 13, 2021
Related Party Loans [Abstract]
Due to related party			$ 0	$ 0
Sponsor [Member] \| Promissory Note [Member]
Related Party Loans [Abstract]
Related party transaction		$ 300,000
Proceeds from related party debt	$ 174,000
Sponsor [Member] \| Promissory Note [Member] \| Maximum [Member]
Related Party Loans [Abstract]
Principal amount					$ 5,000,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member]
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion			$ 2,000,000
Conversion price (in dollars per share)			$ 1
Borrowings outstanding			$ 600,000	$ 600,000

Related Party Transactions, Adm

Related Party Transactions, Administrative Services Agreement (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Administrative Services Agreement [Abstract]
General and administrative expenses - related party	$ 60,000	$ 60,000
Due to related party	0		$ 0
Administrative Support Agreement [Member]
Administrative Services Agreement [Abstract]
Monthly related party fee	20,000
General and administrative expenses - related party	60,000		60,000
Due to related party	$ 0		$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)	Dec. 28, 2020USD ($)$ / sharesshares	Mar. 31, 2022USD ($)Demand	Dec. 31, 2021USD ($)
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Underwriting discount (in dollars per share) \| $ / shares	$ 0.20
Underwriting discount	$ 6,600,000
Deferred underwriting commissions per Unit (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting commissions	$ 11,600,000	$ 11,592,000	$ 11,592,000
Deferred Fees [Abstract]
Accrued liabilities		$ 3,440,147	$ 2,902,934
Maximum [Member]
Registration Rights [Abstract]
Number of demands eligible security holder can make \| Demand		3
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Units issued (in shares) \| shares	4,320,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	3 Months Ended
Derivative Warrant Liabilities (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Warrants [Abstract]
Period to exercise warrants after Business Combination	30 days
Period to exercise warrants after closing of Initial Public Offering	12 months
Period to file registration statement after initial Business Combination	15 days
Period for registration statement to become effective	60 days
Exercise price of warrant (in dollars per share)	$ 11.50
Expiration period of warrants	5 years
Threshold trigger price for redemption of warrants (in dollars per share)	$ 10
Class A Common Stock [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price	20 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 12
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Percentage multiplier	180.00%
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Threshold trading days	10 days
Threshold consecutive trading days	20 days
Redemption period	30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Maximum [Member]
Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)	0.361
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price following notice of redemption	10 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants [Abstract]
Percentage multiplier	115.00%
Warrant redemption price (in dollars per share)	$ 18
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Minimum [Member]
Warrants [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price	20 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Class A Common Stock [Member] \| Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
Public Warrant [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	16,560,000	16,560,000
Private Placement Warrant [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	8,624,000	8,624,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details)	Dec. 28, 2020USD ($)	Mar. 31, 2022USD ($)Vote$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares
Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds	$ 331,200,000	$ 331,200,000
Offering costs allocated to Class A common stock subject to redemption amount	$ (18,900,000)
Class A common stock subject to possible redemption		$ 331,200,000	$ 331,200,000
Class A Common Stock [Member]
Common Stock Subject to Possible Redemption [Abstract]
Common stock, shares authorized (in shares) \| shares		100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1
Common stock, shares subject to possible redemption, outstanding (in shares) \| shares		33,120,000	33,120,000
Offering costs allocated to Class A common stock subject to redemption amount		$ (17,870,300)
Accretion on Class A common stock subject to possible redemption amount		35,755,100
Class A common stock subject to possible redemption		331,200,000
Public Warrants [Member]
Common Stock Subject to Possible Redemption [Abstract]
Fair value of Public Warrants at issuance		$ (17,884,800)

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)	3 Months Ended
Stockholders' Deficit (Details)	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021$ / sharesshares	Dec. 31, 2020shares	Sep. 02, 2020$ / shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination	1
As-converted percentage for Class A common stock after conversion of Class B shares	20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption, issued (in shares)	33,120,000	33,120,000
Common stock, shares subject to possible redemption, outstanding (in shares)	33,120,000	33,120,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Number of votes per share \| Vote	1
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued (in shares)	8,280,000	8,280,000	8,280,000
Common stock, shares outstanding (in shares)	8,280,000	8,280,000	8,280,000
Number of votes per share \| Vote	1

Fair Value Measurements, Assets

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets [Abstract]
Investments held in Trust Account - US Treasury Securities	$ 331,289,841	$ 331,263,610
Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	5,630,400	8,611,200
Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	2,932,160	4,484,480
Level 1 [Member]
Assets [Abstract]
Investments held in Trust Account - US Treasury Securities	331,289,841	331,263,610
Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	5,630,400	8,611,200
Level 1 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0	0
Level 2 [Member]
Assets [Abstract]
Investments held in Trust Account - US Treasury Securities	0	0
Level 2 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0	0
Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	2,932,160	4,484,480
Level 3 [Member]
Assets [Abstract]
Investments held in Trust Account - US Treasury Securities	0	0
Level 3 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0	0
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	$ 0	$ 0

Fair Value Measurements, Level

Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract]
Transfers from Level 1 to Level 2	$ 0
Transfers from Level 2 to Level 1	0
Transfers into Level 3	0
Transfers out of Level 3	$ 0