Colicity (COLI) 10-Q12 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 09, 2022
Document Information Line Items
Entity Registrant Name	COLICITY INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001829615
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40095
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3526440
Entity Address, Address Line One	2300 Carillon Point
Entity Address, City or Town	Kirkland
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98033
City Area Code	(425)
Local Phone Number	278-7100
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Document Information Line Items
Trading Symbol	COLIU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	COLI
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	COLIW
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cash	$ 235,253	$ 732,368
Prepaid expenses	272,207	279,871
Total current assets	507,460	1,012,239
Marketable securities held in Trust Account	345,149,683	345,031,165
Total Assets	345,657,143	346,043,404
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Accrued expenses	55,377	115,861
Franchise tax payable	50,000	200,000
Total current liabilities	105,377	315,861
Warrant liabilities	5,370,667	10,544,000
Deferred underwriting fee payable	11,753,875	11,753,875
Total Liabilities	17,229,919	22,613,736
Commitments and Contingencies
Class A common stock subject to possible redemption, 34,500,000 shares at $10.00 per share redemption value	345,000,000	345,000,000
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, no non-redeemable shares issued or outstanding
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding	863	863
Accumulated deficit	(16,573,639)	(21,571,195)
Total Stockholders’ Deficit	(16,572,776)	(21,570,332)
Total Liabilities and Stockholders’ Deficit	$ 345,657,143	$ 346,043,404

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class A common Stock subject to possible redemption	34,500,000	34,500,000
Redemption value (in Dollars per share)	$ 10	$ 10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
General and administrative expenses	$ 244,295	$ 92,275
Franchise tax expense	50,000	22,660
Loss from operations	(294,295)	(114,935)
Other income (expense), net:
Interest earned on marketable securities held in Trust Account	118,518	6,916
Warrant offering costs		(494,746)
Change in fair value of warrant liabilities	5,173,333	(2,667,333)
Other income (expense), net	5,291,851	(3,155,163)
Income (loss) before provision for income taxes	4,997,556	(3,270,098)
Provision for income taxes
Net income (loss)	$ 4,997,556	$ (3,270,098)
Class A Common Stock
Other income (expense), net:
Basic and diluted weighted average shares outstanding of Class A common stock subject to possible redemption (in Shares)	34,500,000	13,033,333
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (in Dollars per share)	$ 0.12	$ (0.15)
Basic and diluted net income (loss) per share, Class B non-redeemable common stock (in Dollars per share)	0.12	(0.15)
Class B Common Stock
Other income (expense), net:
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (in Dollars per share)	$ 0.12	$ (0.15)
Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock (in Shares)	8,625,000	8,625,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock (in Dollars per share)	$ 0.12	$ (0.15)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 863	$ 24,137	$ (5,636)	$ 19,364
Balance (in Shares) at Dec. 31, 2020		8,625,000
Accretion for Class A common stock to possible redemption amount			(24,137)	(27,214,532)	(27,238,669)
Net income (loss)				(3,270,098)	(3,270,098)
Balance at Mar. 31, 2021		$ 863		(30,490,266)	(30,489,403)
Balance (in Shares) at Mar. 31, 2021		8,625,000
Balance at Dec. 31, 2021		$ 863		(21,571,195)	(21,570,332)
Balance (in Shares) at Dec. 31, 2021		8,625,000
Accretion for Class A common stock to possible redemption amount
Net income (loss)				4,997,556	4,997,556
Balance at Mar. 31, 2022		$ 863		$ (16,573,639)	$ (16,572,776)
Balance (in Shares) at Mar. 31, 2022		8,625,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Condensed Statement of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 4,997,556	$ (3,270,098)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(118,518)	(6,916)
Deferred warrant offering costs		303,250
Change in fair value of warrant liabilities	(5,173,333)	2,667,333
Changes in operating assets and liabilities:
Prepaid expenses	7,664	(541,538)
Accrued expenses	(60,484)	87,949
Franchise tax payable	(150,000)	22,660
Net cash used in operating activities	(497,115)	(737,360)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units (including $17.8 million initial measurement of warrants accounted for as liabilities), net of underwriting discounts paid		338,456,786
Proceeds from sale of Private Placement Warrants		8,900,000
Proceeds from promissory note – related party		192,535
Repayment of promissory note – related party		(210,678)
Payment of offering costs		(306,094)
Net cash provided by financing activities		347,032,549
Net Change in Cash	(497,115)	1,295,189
Cash – Beginning of period	732,368
Cash – End of period	235,253	1,295,189
Non-Cash financing activities:
Accretion for Class A common stock to possible redemption amount		27,238,669
Deferred underwriting fee payable		$ 11,753,875

Condensed Statement of Cash F_2

Condensed Statement of Cash Flows (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2022USD ($)
Statement of Cash Flows [Abstract]
Initial measurement of warrants	$ 17,800,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
Description of Organization and Business Operations	Mar. 31, 2022
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Colicity Inc. (the “Company”) was incorporated in Delaware on October 19, 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”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to initially focus its search on identifying a prospective target business in the technology, media and telecommunications industries in the United States and other developed countries. All activity for the period from October 19, 2020 (inception) through March 31, 2022 relates to the Company’s formation, its Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds of the Initial Public Offering. The Company’s sponsor is X-icity Holdings Corporation, a Washington corporation (the “sponsor”). The registration statement for the Initial Public Offering was declared effective on February 23, 2021. On February 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), including the underwriters’ exercise of their full over-allotment option of 4,500,000 units, at $10.00 per Unit (“Over-Allotment Option”), generating gross proceeds of $345.0 million (the “Initial Public Offering”), and incurring offering costs of approximately $18.8 million, inclusive of approximately $11.8 million in deferred underwriting commissions (see Note 6). Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,933,333 warrants (the “Private Placement Warrants”) to the Company’s sponsor, X-icity Holdings Corporation, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 million. Upon the closing of the Initial Public Offering and the Private Placement, a total of $345.0 million ($10.00 per Unit), consisting of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and will only be invested in U.S. government securities, within the meaning set forth in 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 or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (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 (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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 holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote 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 6). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company’s Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the 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 by February 26, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24- month time period. The initial stockholders have 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 have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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 has 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 (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2022 (the “Annual Report”). The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Annual Report. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 financial statements with those of 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 31, 2022, the Company had approximately $0.2 million in cash available for working capital purposes. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the receipt of $25,000 from the sponsor in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the sponsor (see Note 5). The Company repaid the Note on February 26, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. If the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination exceed the available funds in the operating account, we would have insufficient funds available to operate our business prior to a Business Combination. In order to finance transaction costs in connection with a Business Combination, the sponsor may, but is not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. However, if the Company is unable to complete a Business Combination by February 26, 2023, then the Company will: (i) cease all operations except for the purpose of liquidating, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay the Company’s taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of fair value of the Private Placement Warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Through March 31, 2022, the Company had not withdrawn any of the interest earned on the Trust Account to pay franchise or income tax obligations. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs amounted to $18.8 million of which $0.5 million were allocated to the warrant liabilities and expensed immediately and $18.3 million were charged to temporary equity upon the completion of the Initial Public Offering and the exercise of the Over-Allotment Option. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. The fair value of the warrants as of March 31, 2022 and December 31, 2021, was estimated using a Monte Carlo simulation approach for the Private Placement Warrants and market price for the public warrants (see Note 9). Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, all of the Company’s 34,500,000 shares of Class A common stock are subject to possible redemption and are presented at redemption amount as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company classifies all of its shares of Class A common stock as redeemable. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of March 31, 2022 and December 31, 2021 is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,901,000 ) Class A common stock offering costs (18,337,669 ) Plus: Accretion of carrying value to possible redemption amount 27,238,669 Class A common stock subject to possible redemption $ 345,000,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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. For the three months ended March 31, 2022, the Company has utilized the discrete effective tax rate method, as permitted by ASC 740-270-30-18, to calculate its interim income tax provision. The discrete method is applied when it is not possible to reliably estimate the annual effective tax rate and uses the actual effective tax rate for the year to date as the best estimate of the annual effective tax rate used to determine the income tax expense or benefit for an interim period. The Company believes that the use of the discrete method is currently more appropriate because the Company cannot reliably estimate its annual effective tax rate due to the high degree of uncertainty in forecasting (i) gain or loss from changes in the fair value of the warrant liabilities that may occur before the end of the annual reporting period and (ii) interest income from U.S. Treasury securities held in the Trust Account. The Company’s currently taxable income primarily consists of interest income on funds held in the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During both the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for both the three months ended March 31, 2022 and 2021 was 0%, which differs from the statutory income tax rate primarily due to the recognition of gain or loss from the change in the fair value of warrant liabilities, which is not recognized for tax purposes, and recording a full valuation allowance on its deferred tax assets. Net Income (loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 12,833,333 shares of Class A common stock in the calculation of diluted net income per share, since the average market price of the Company’s Class A common stock for both the three months ended March 31, 2022 and 2021 was below the warrants’ $11.50 exercise price and the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The Company has two classes of common 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 common shares. This presentation assumes a business combination as it is management’s intent to consummate a business combination prior to the mandatory liquidation date. Accretion associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share as the redemption amount approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock (in dollars, except share amounts): Three Months Ended March 31 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 3,998,045 $ 999,511 $ (1,967,847 ) $ (1,302,251 ) Denominator: Basic and diluted weighted average common shares outstanding 34,500,000 8,625,000 13,033,333 8,625,000 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 ) 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures Recent Accounting Pronouncements 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 February 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 Units, including the underwriters’ exercise of their full Over-Allotment Option, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $18.8 million, inclusive of approximately $11.8 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Pendrell Corporation, the parent of the sponsor (“Pendrell”), and an affiliate of Craig McCaw, the Company’s chief executive officer, purchased an aggregate of 400,000 Units in the Initial Public Offering at the public offering price. The underwriters did not receive any underwriting discounts or commissions on the Units purchased by these parties. If the Company submits its initial Business Combination to its Public Stockholders for a vote, its initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the initial Business Combination. As a result, in addition to the initial stockholders’ Founder Shares and the shares underlying the Units purchased by these parties in the Initial Public Offering, the Company would need 12,537,501, or 36.3%, of the 34,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have the initial Business Combination approved (assuming all outstanding shares are voted).

Private Placement

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2022
Private Placement [Abstract]
Private Placement	Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Company completed the Private Placement of an aggregate of 5,933,333 Private Placement Warrants to the Company’s sponsor, X-icity Holdings Corporation, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8.9 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 was added to the proceeds from the Initial Public Offering to be 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 non-redeemable for cash and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees, unless the Company calls for a redemption of all warrants when the reported price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share. The sponsor 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 Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On October 20, 2020, the sponsor paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On February 3, 2021, the Company effected a 312,500 share stock dividend, on February 8, 2021, the Company effected a 1.0541667-for-1 common stock split and on February 23, 2021, the Company effected a 1.0909091-for-1 common stock split, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The sponsor transferred 40,250 Founder Shares to each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, independent director nominees; 195,500 Founder Shares to Craig O. McCaw, director and Chief Executive Officer; 115,000 Founder Shares to Randy Russell, Chief Investment Officer; 97,750 Founder Shares to R. Gerard Salemme, director; 57,500 Founder Shares to Steve Ednie, Chief Financial Officer; and 329,648 Founder Shares to other directors, officers, employees, consultants and affiliates of Pendrell, in each case for approximately the same per-share price initially paid by the sponsor, resulting in the sponsor holding 7,708,852 Founder Shares. The Founder Shares, on an as-converted basis, represent 20.0% of the Company’s issued and outstanding shares. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Related Party Loans On October 20, 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 the Note. The Note was non-interest bearing, unsecured and due at the earlier of May 31, 2021 or the completion of the Initial Public Offering. The Note was repaid upon the closing of the Initial Public Offering out of the $1.0 million of offering proceeds that had been allocated to the payment of offering expenses. 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”). 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 or, at the lender’s discretion, up to $1.5 million of such Working Capital Loan may be converted into warrants of the post Business Combination entity at a price of $1.50 per warrant. 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 warrants would be identical to the Private Placement Warrants. At March 31, 2022 and December 31, 2021, the Company did not have any borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement whereby, commencing on February 23, 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2022 and 2021, the Company incurred $30,000 and $11,786, respectively, in fees for these services, all of which were paid within the applicable quarter. The sponsor, executive officers and directors, or any of their respective affiliates, 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, directors or their affiliates.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6—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, warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statement. The registration rights agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. 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 a negative 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 condensed financial statements. The condensed financial statements do not include any adjustments that might results from the outcome of this uncertainty. Underwriting Agreement The underwriters received an underwriting discount of $0.20 per unit (excluding the 400,000 units purchased by Pendrell and an affiliate of Craig McCaw as well as 517,500 shares purchased by certain other parties (total of 917,500 shares) with respect to which no underwriting discount is payable), or $6,716,500 in the aggregate, upon the closing of the Initial Public Offering. $0.35 per unit (excluding the 400,000 units purchased by Pendrell and an affiliate of Craig McCaw as well as 517,500 shares purchased by certain other parties (total of 917,500 shares) with respect to which no underwriting discount is payable), or $11,753,875 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.

Stock

Stock	3 Months Ended
Stock	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stock	Note 7 — Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. The Class B common stock will automatically convert into 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 connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock

Warrant Liabilities

Warrant Liabilities	3 Months Ended
Warrant Liabilities	Mar. 31, 2022
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 8 — Warrant Liabilities 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 has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public 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 of the Public Warrants will be adjusted (to the nearest cent) to be equal to 180% of 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 saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the sponsor or its permitted transferees, unless the Company calls for a redemption of all warrants when the reported price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share (subject to the conditions described in more detail below). If the Private Placement Warrants are held by someone other than the sponsor or its 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. The Company may call only the Public Warrants for redemption: ● 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, (i) the warrants are currently exercisable, (ii) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and (iii) the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company may call both the Private Placement Warrants and the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, (i) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, and (ii) the last reported sales price of the Class A common stock reported has been at least $10.00 per share on the trading day prior to the date on which notice of the redemption is given. During this 30-day redemption period in connection with a redemption of warrants when the price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share, the holders of the warrants may elect to receive, in lieu of the redemption price, a number of shares of Class A common stock per warrant determined by reference to the table as set forth in the warrant agreement. 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.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements At March 31, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $345,149,683 and $345,031,165, respectively, in money market funds which are invested in U.S. Treasury securities. Through March 31, 2022, the Company had not withdrawn any of the interest earned in the Trust Account to pay franchise or income tax obligations. At March 31, 2022 and December 31, 2021, there were 6,900,000 Public Warrants and 5,933,333 Private Placement Warrants outstanding. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account - U.S. Treasury Securities 1 $ 345,149,683 $ 345,031,165 Liabilities: Warrant liabilities - Public Warrants 1 $ 2,760,000 $ 5,382,000 Warrant liabilities - Private Placement Warrants 3 2,610,667 5,162,000 Total warrant liabilities $ 5,370,667 $ 10,544,000 Warrants The warrants are accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Company established the initial fair value for the warrants on February 26, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-fifth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The warrants were classified as Level 3 at February 26, 2021 (inception) due to the use of unobservable inputs. In accordance with the terms of the Units as disclosed in the Prospectus, on April 16, 2021, the shares of Class A common stock and warrants comprising the Units began separate trading on The Nasdaq Capital Market. As a result, the Company began utilizing the market price to determine the fair value of the Public Warrants and the Public Warrants moved from Level 3 to Level 1. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows: March 31, December 31, Input 2022 2021 Risk-free interest rate 2.41 % 1.32 % Expected term (years) 5 5 Expected volatility 14.75 % 19.50 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.77 $ 9.75 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions as follows: ● The risk-free interest rate assumption was based on the U.S. Treasury rate for expected terms, which was commensurate with the contractual term of the warrants, which expire on the earlier of (i) five years after the completion of the initial Business Combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined based on the exercise period, the warrants become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) 12 months from the Initial Public Offering date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on observed volatilities from comparable publicly-traded companies, determined based on the size and proximity of other similar business combinations, as well as the volatility implied by the public trading price of Colicity Public Warrants and Public Shares. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The stock price at Initial Public Offering (inception) represents the unit price less one-fifth of the warrant price at the Initial Public Offering date. Commencing April 16, 2021, the Company’s Units were able to be separately traded as Class A common stock and warrants. As a result, the stock price at March 31, 2022 and December 31, 2021, represents the market price of Public Shares on those dates. Based on the applied volatility assumption and the expected term to a business combination, the Company determined that the fair value of the warrant liabilities at February 26, 2021 (inception) was $17.8 million. On April 16, 2021, the Company transferred Public Warrants with fair value of $9.0 million from Level 3 to Level 1 of the fair value hierarchy. Commencing April 16, 2021, only Private Placement Warrants are classified as Level 3. The change in the fair value of the warrant liabilities classified as Level 3 for the period from February 26, 2021 (inception) through March 31, 2022 are summarized as follows: Warrant Liabilities Initial measurement on February 26, 2021 $ 17,801,000 Change in fair value of warrant liabilities 2,667,333 Fair value as of March 31, 2021 20,468,333 Transfers out of Level 3 (8,970,000 ) Change in fair value of warrant liabilities (6,336,333 ) Fair value as of December 31, 2021 5,162,000 Change in fair value of warrant liabilities (2,551,333 ) Fair value as of March 31, 2022 $ 2,610,667

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 after the balance sheet date through May 12, 2022

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
Accounting Policies, by Policy (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2022 (the “Annual Report”). The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Annual Report. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 financial statements with those of 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	Liquidity and Going Concern As of March 31, 2022, the Company had approximately $0.2 million in cash available for working capital purposes. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the receipt of $25,000 from the sponsor in exchange for the issuance of the Founder Shares, and a promissory note (the “Note”) issued by the sponsor (see Note 5). The Company repaid the Note on February 26, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. If the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination exceed the available funds in the operating account, we would have insufficient funds available to operate our business prior to a Business Combination. In order to finance transaction costs in connection with a Business Combination, the sponsor may, but is not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. However, if the Company is unable to complete a Business Combination by February 26, 2023, then the Company will: (i) cease all operations except for the purpose of liquidating, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay the Company’s taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of fair value of the Private Placement Warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Through March 31, 2022, the Company had not withdrawn any of the interest earned on the Trust Account to pay franchise or income tax obligations.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs amounted to $18.8 million of which $0.5 million were allocated to the warrant liabilities and expensed immediately and $18.3 million were charged to temporary equity upon the completion of the Initial Public Offering and the exercise of the Over-Allotment Option.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. The fair value of the warrants as of March 31, 2022 and December 31, 2021, was estimated using a Monte Carlo simulation approach for the Private Placement Warrants and market price for the public warrants (see Note 9).
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, all of the Company’s 34,500,000 shares of Class A common stock are subject to possible redemption and are presented at redemption amount as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company classifies all of its shares of Class A common stock as redeemable. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of March 31, 2022 and December 31, 2021 is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,901,000 ) Class A common stock offering costs (18,337,669 ) Plus: Accretion of carrying value to possible redemption amount 27,238,669 Class A common stock subject to possible redemption $ 345,000,000
Income Tax, Policy [Policy Text Block]	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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. For the three months ended March 31, 2022, the Company has utilized the discrete effective tax rate method, as permitted by ASC 740-270-30-18, to calculate its interim income tax provision. The discrete method is applied when it is not possible to reliably estimate the annual effective tax rate and uses the actual effective tax rate for the year to date as the best estimate of the annual effective tax rate used to determine the income tax expense or benefit for an interim period. The Company believes that the use of the discrete method is currently more appropriate because the Company cannot reliably estimate its annual effective tax rate due to the high degree of uncertainty in forecasting (i) gain or loss from changes in the fair value of the warrant liabilities that may occur before the end of the annual reporting period and (ii) interest income from U.S. Treasury securities held in the Trust Account. The Company’s currently taxable income primarily consists of interest income on funds held in the Trust Account less any franchise taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During both the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for both the three months ended March 31, 2022 and 2021 was 0%, which differs from the statutory income tax rate primarily due to the recognition of gain or loss from the change in the fair value of warrant liabilities, which is not recognized for tax purposes, and recording a full valuation allowance on its deferred tax assets.
Net Income (loss) per Common Share	Net Income (loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the Private Placement to purchase 12,833,333 shares of Class A common stock in the calculation of diluted net income per share, since the average market price of the Company’s Class A common stock for both the three months ended March 31, 2022 and 2021 was below the warrants’ $11.50 exercise price and the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The Company has two classes of common 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 common shares. This presentation assumes a business combination as it is management’s intent to consummate a business combination prior to the mandatory liquidation date. Accretion associated with the redeemable shares of Class A common stock is excluded from net income (loss) per share as the redemption amount approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock (in dollars, except share amounts): Three Months Ended March 31 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 3,998,045 $ 999,511 $ (1,967,847 ) $ (1,302,251 ) Denominator: Basic and diluted weighted average common shares outstanding 34,500,000 8,625,000 13,033,333 8,625,000 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 )
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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of common stock subject to possible redemption	Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,901,000 ) Class A common stock offering costs (18,337,669 ) Plus: Accretion of carrying value to possible redemption amount 27,238,669 Class A common stock subject to possible redemption $ 345,000,000
Schedule of basic and diluted net income (loss) per share for each class of common stock	Three Months Ended March 31 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 3,998,045 $ 999,511 $ (1,967,847 ) $ (1,302,251 ) Denominator: Basic and diluted weighted average common shares outstanding 34,500,000 8,625,000 13,033,333 8,625,000 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy	March 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account - U.S. Treasury Securities 1 $ 345,149,683 $ 345,031,165 Liabilities: Warrant liabilities - Public Warrants 1 $ 2,760,000 $ 5,382,000 Warrant liabilities - Private Placement Warrants 3 2,610,667 5,162,000 Total warrant liabilities $ 5,370,667 $ 10,544,000
Schedule of monte carlo simulation model for the private placement warrants	March 31, December 31, Input 2022 2021 Risk-free interest rate 2.41 % 1.32 % Expected term (years) 5 5 Expected volatility 14.75 % 19.50 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.77 $ 9.75
Schedule of change in the fair value of the warrant liabilities	Warrant Liabilities Initial measurement on February 26, 2021 $ 17,801,000 Change in fair value of warrant liabilities 2,667,333 Fair value as of March 31, 2021 20,468,333 Transfers out of Level 3 (8,970,000 ) Change in fair value of warrant liabilities (6,336,333 ) Fair value as of December 31, 2021 5,162,000 Change in fair value of warrant liabilities (2,551,333 ) Fair value as of March 31, 2022 $ 2,610,667

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 26, 2021	Mar. 31, 2022	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation (Textual)
Per unit public share		$ 10
Deferred underwriting commissions (in Dollars)	$ 11,800,000
Initial public offering and private placement, total (in Dollars)		$ 345,000,000
Initial public offering and private placement, per share		$ 10
Aggregate fair market value percentage		80.00%
Business combination of owns or acquires of the voting		50.00%
Net tangible assets (in Dollars)		$ 5,000,001
Aggregate of piblic shares percentage		20.00%
Obligation to redeem percentage		100.00%
Interest to pay dissolution expenses (in Dollars)		$ 100,000
Residual assets remaining available for distribution per share		$ 10
Trust account per share		10
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)	34,500,000
Per unit public share	$ 10
Gross proceeds (in Dollars)	$ 345,000,000
Per share price		$ 10
Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Warrants issued (in Shares)		5,933,333
Price per warrants		$ 1.5
Gross proceeds (in Dollars)		$ 8,900,000
Class A Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Gross proceeds (in Dollars)		345,000,000
Offering costs (in Dollars)		$ (18,337,669)
Common stock, par value		$ 0.0001	$ 0.0001
Class A Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)	34,500,000
Gross proceeds (in Dollars)	$ 345,000,000
Offering costs (in Dollars)	18,800,000
Deferred underwriting commissions (in Dollars)	$ 11,800,000
Common stock, par value		$ 0.0001
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Textual)
Number of units issued (in Shares)	4,500,000
Per unit public share	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Textual)
Operating bank account	$ 200,000
Sponsor payment	25,000
Interest to pay dissolution expenses	$ 100,000
Subject to possible redemption (in Shares)	34,500,000		34,500,000
Income tax rate	0.00%
Number of common stock shares purchase by warrant (in Shares)	12,833,333
Warrants exercise price (in Dollars per share)	$ 11.5	$ 11.5
Federal deposit insurance corporation coverage	$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Textual)
Offering cost	18,800,000
Warrant liability offering costs	500,000
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Textual)
Offering cost	$ 18,300,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption - Class A Common Stock [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds	$ 345,000,000
Less:
Proceeds allocated to public warrants	(8,901,000)
Class A common stock offering costs	(18,337,669)
Plus:
Accretion of carrying value to possible redemption amount	27,238,669
Class A common stock subject to possible redemption	$ 345,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share for each class of common stock - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 3,998,045	$ (1,967,847)
Denominator:
Basic and diluted weighted average common shares outstanding	34,500,000	13,033,333
Basic and diluted net income (loss) per common share	$ 0.12	$ (0.15)
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 999,511	$ (1,302,251)
Denominator:
Basic and diluted weighted average common shares outstanding	8,625,000	8,625,000
Basic and diluted net income (loss) per common share	$ 0.12	$ (0.15)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Feb. 26, 2021	Feb. 26, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Initial Public Offering (Textual)
Sale of stock per share (in Dollars per share)			$ 10
Deferred underwriting commissions (in Dollars)	$ 11,800,000	$ 11,800,000
Warrant exercisable price per share (in Dollars per share)			$ 11.5	$ 11.5
IPO [Member]
Initial Public Offering (Textual)
Sale of units		34,500,000
Sale of stock per share (in Dollars per share)	$ 10	$ 10
Gross proceeds (in Dollars)		$ 345,000,000
Aggregate number of units purchased	400,000	400,000
Initial public offering shares to be voted	12,537,501	12,537,501
Percentage of shares	36.30%	36.30%
Public shares sold	34,500,000	34,500,000
Class A Common Stock [Member]
Initial Public Offering (Textual)
Gross proceeds (in Dollars)			$ 345,000,000
Offering costs (in Dollars)			$ (18,337,669)
Common stock, par value (in Dollars per share)			$ 0.0001		$ 0.0001
Class A Common Stock [Member] \| Warrant [Member]
Initial Public Offering (Textual)
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock [Member] \| IPO [Member]
Initial Public Offering (Textual)
Sale of units		34,500,000
Gross proceeds (in Dollars)		$ 345,000,000
Offering costs (in Dollars)	$ 18,800,000	18,800,000
Deferred underwriting commissions (in Dollars)	$ 11,800,000	$ 11,800,000
Common stock, par value (in Dollars per share)			$ 0.0001
Warrant exercisable price per share (in Dollars per share)	$ 11.5

Private Placement (Details)

Private Placement (Details) $ / shares in Units, $ in Millions	Feb. 26, 2021USD ($)$ / sharesshares
Private Placement [Member]
Private Placement (Textual)
Warrants issued (in Shares) \| shares	5,933,333
Warrants price per share	$ 1.5
Gross proceeds (in Dollars) \| $	$ 8.9
Class A Common Stock [Member]
Private Placement (Textual)
Warrant exercisable price	$ 11.5
Minimum warrants reported price	10
Maximum warrants reported price	$ 18

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 03, 2021	Feb. 23, 2021	Oct. 20, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transactions (Textual)
Cost of founders shares			$ 25,000
Share stock dividend (in Shares)	312,500
Related party transaction, description		The sponsor transferred 40,250 Founder Shares to each of Wayne Perry, Dennis Weibling and Cathleen A. Massey, independent director nominees; 195,500 Founder Shares to Craig O. McCaw, director and Chief Executive Officer; 115,000 Founder Shares to Randy Russell, Chief Investment Officer; 97,750 Founder Shares to R. Gerard Salemme, director; 57,500 Founder Shares to Steve Ednie, Chief Financial Officer; and 329,648 Founder Shares to other directors, officers, employees, consultants and affiliates of Pendrell, in each case for approximately the same per-share price initially paid by the sponsor, resulting in the sponsor holding 7,708,852 Founder Shares. The Founder Shares, on an as-converted basis, represent 20.0% of the Company’s issued and outstanding shares.
Business combination capital stock exchange other transaction, description				(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.
Loan amount			300,000
Offering proceeds designed for payment of offering expenses			1,000,000
Working capital loans			$ 1,500,000
Price per warrant (in Dollars per share)			$ 1.5
Administrative service fees per month		$ 10,000
Incurred fees				$ 30,000	$ 11,786
Class B Common Stock [Member]
Related Party Transactions (Textual)
Common stock exchange for issuance shares (in Shares)			7,187,500
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001		$ 0.0001
Share stock dividend (in Shares)	312,500
Common stock outstanding (in Shares)		8,625,000		8,625,000		8,625,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2022
Commitments and Contingencies (Textual)
Underwriting agreement description	The underwriters received an underwriting discount of $0.20 per unit (excluding the 400,000 units purchased by Pendrell and an affiliate of Craig McCaw as well as 517,500 shares purchased by certain other parties (total of 917,500 shares) with respect to which no underwriting discount is payable), or $6,716,500 in the aggregate, upon the closing of the Initial Public Offering. $0.35 per unit (excluding the 400,000 units purchased by Pendrell and an affiliate of Craig McCaw as well as 517,500 shares purchased by certain other parties (total of 917,500 shares) with respect to which no underwriting discount is payable), or $11,753,875 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.

Stock (Details)

Stock (Details) - $ / shares	Feb. 03, 2021	Mar. 31, 2022	Dec. 31, 2021	Feb. 23, 2021	Oct. 31, 2020	Oct. 20, 2020
Stockholders’ Equity (Textual)
Class A common Stock subject to possible redemption		34,500,000	34,500,000
Stock dividends, shares	312,500
Percentage of number of shares		20.00%
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, issued
Preferred stock, outstanding
Preferred Stock [Member]
Stockholders’ Equity (Textual)
Preferred stock, shares authorized		1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001
Preferred stock, issued		0	0
Preferred stock, outstanding		0	0
Class A Common Stock [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock [Member]
Stockholders’ Equity (Textual)
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares issued		8,625,000	8,625,000		7,187,500
Stock dividends, shares	312,500
Common stock, shares outstanding		8,625,000	8,625,000	8,625,000

Warrant Liabilities (Details)

Warrant Liabilities (Details)	3 Months Ended
Warrant Liabilities (Details)	Mar. 31, 2022$ / shares
Warrant Liabilities (Details) [Line Items]
Warrant expiration	5 years
Common stock, description	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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public 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 of the Public Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Description of private placement warrants and the public warrants for redemption	The Company may call both the Private Placement Warrants and the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, (i) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, and (ii) the last reported sales price of the Class A common stock reported has been at least $10.00 per share on the trading day prior to the date on which notice of the redemption is given. During this 30-day redemption period in connection with a redemption of warrants when the price of the Class A common stock is at least $10.00 per share and no more than $18.00 per share, the holders of the warrants may elect to receive, in lieu of the redemption price, a number of shares of Class A common stock per warrant determined by reference to the table as set forth in the warrant agreement.
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Public warrants for redemption, description	The Company may call only the Public Warrants for redemption: ● 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, (i) the warrants are currently exercisable, (ii) there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and (iii) the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Class A Common Stock [Member] \| Minimum [Member]
Warrant Liabilities (Details) [Line Items]
Warrant exercise price per share	$ 10
Class A Common Stock [Member] \| Maximum [Member]
Warrant Liabilities (Details) [Line Items]
Warrant exercise price per share	$ 18

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	1 Months Ended
Fair Value Measurements (Details) - USD ($)	Apr. 16, 2021	Mar. 31, 2022	Dec. 31, 2021	Feb. 26, 2021
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Trust account		$ 345,149,683	$ 345,031,165
Fair value of the warrant liabilities		$ 5,370,667	$ 10,544,000
Public Warrants [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants outstanding		6,900,000	6,900,000
Fair value of the warrant liabilities				$ 17,800,000
Fair value of public warrants	$ 9,000,000
Private Placement [Member]
Fair Value Liabilities Measured on Recurring Basis [Line Items]
Warrants outstanding		5,933,333	5,933,333

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value hierarchy - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Marketable securities held in Trust Account - U.S. Treasury Securities	$ 345,149,683	$ 345,031,165
Liabilities:
Total warrant liabilities	5,370,667	10,544,000
Level 1 [Member] \| U.S. Treasury Securities Money Market Fund [Member]
Assets:
Marketable securities held in Trust Account - U.S. Treasury Securities	345,149,683	345,031,165
Public Warrants [Member] \| Level 1 [Member]
Liabilities:
Total warrant liabilities	2,760,000	5,382,000
Private Placement Warrants [Member] \| Level 3 [Member]
Liabilities:
Total warrant liabilities	$ 2,610,667	$ 5,162,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the private placement warrants - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of monte carlo simulation model for the private placement warrants [Abstract]
Risk-free interest rate	2.41%	1.32%
Expected term (years)	5 years	5 years
Expected volatility	14.75%	19.50%
Exercise price	$ 11.5	$ 11.5
Stock price	$ 9.77	$ 9.75

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of the warrant liabilities - Warrant Liabilities [Member] - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement on February 26, 2021	$ 17,801,000	$ 5,162,000	$ 20,468,333
Transfers out of Level 3			(8,970,000)
Change in fair value of warrant liabilities	2,667,333	(2,551,333)	(6,336,333)
Fair value in balance	$ 20,468,333	$ 2,610,667	$ 5,162,000