USHG Acquisition (HUGS) 10-Q16 Aug 212021 Q2 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2021	Aug. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	USHG Acquisition Corp.
Entity Central Index Key	0001836894
Entity Filer Category	Non-accelerated Filer
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	853 Broadway
Entity Address, Address Line Two	17th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity File Number	001-40109
Entity Tax Identification Number	85-4281417
City Area Code	212
Local Phone Number	228-3585
Entity Shell Company	true
Entity Address, Postal Zip Code	10010
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HUGS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,934,500
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	HUGSU
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	HUGSW
Security Exchange Name	NYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
ASSETS
Cash	$ 770,670	$ 24,120
Deferred offering costs associated with proposed public offering		255,000
Prepaid expenses	479,586
Total current assets	1,250,256	279,120
Marketable securities held in trust account	287,505,711
Other assets	301,557
Total assets	289,057,524	279,120
Current liabilities:
Accounts payable	51,231
Franchise tax payable	100,000
Due to related party	1,567
Accrued offering and formation costs	16,050	265,000
Total current liabilities	168,848	265,000
Warrant liabilities	11,266,966
Deferred underwriting compensation	15,812,500
Deferred legal fees	613,708
Total liabilities	27,862,022	265,000
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption, 25,619,550 shares at redemption value	256,195,500
Stockholders' Equity:
Preferred Stock Value
Additional paid-in capital	2,457,282	23,427
Retained earnings (accumulated deficit)	2,541,714	(10,000)
Total stockholders' equity	5,000,002	14,120
Total Liabilities and Stockholders' Equity	289,057,524	279,120
Common Class A [Member]
Stockholders' Equity:
Common Stock Value	313
Total stockholders' equity	313
Common Class B [Member]
Stockholders' Equity:
Common Stock Value	693	693
Total stockholders' equity	$ 693	$ 693

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Temporary Equity, Shares Outstanding	25,619,550
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Temporary Equity, Shares Outstanding		0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	3,130,450	0
Common stock, shares outstanding	3,130,450	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,934,500	6,934,500
Common stock, shares outstanding	6,934,500	6,934,500
Shares Subject to Possible Redemption [Member] \| Common Class A [Member]
Temporary Equity, Shares Outstanding	25,619,550	0

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended	6 Months Ended
Condensed Statements of Operations - USD ($)	Jun. 30, 2021	Jun. 30, 2021
Formation and operating costs	$ 249,424	$ 311,547
Franchise tax expense	100,000	100,000
Loss from operations	(349,424)	(411,547)
Other Income (Expense):
Change in fair value of warrant liabilities	(869,466)	3,715,534
Offering costs allocated to derivative warrant liabilities	0	(757,984)
Interest on marketable securities	4,295	5,711
Net Income (Loss)	$ (1,214,595)	$ 2,551,714
Class A Common Stock [Member]
Other Income (Expense):
Weighted average shares outstanding, basic and diluted	28,750,000	28,750,000
Basic and diluted net income per share	$ 0	$ 0
Class B Common Stock [Member]
Other Income (Expense):
Weighted average shares outstanding, basic and diluted	6,934,500	6,934,500
Basic and diluted net income per share	$ (0.18)	$ 0.37

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Common Class A [Member]	Common Class B [Member]
Beginning balance at Dec. 31, 2020	$ 14,120	$ 23,427	$ (10,000)		$ 693
Beginning balance, in Shares at Dec. 31, 2020					6,934,500
Sale of Units in initial public offering, less fair value of public warrants	274,370,833	274,367,958		$ 2,875
Sale of Units in initial public offering, less fair value of public warrants, in Shares				28,750,000
Offering costs related to Initial Public Offering	(15,845,672)	(15,845,672)
Excess of cash received over fair value of warrants sold to Sponsor	146,667	146,667
Change in Class A common stock subject to possible redemption	(257,452,250)	(257,449,675)		$ (2,575)
Change in Class A common stock subject to possible redemption, in shares				(25,745,225)
Net income (loss)	3,766,309		3,766,309
Ending balance at Mar. 31, 2021	5,000,007	1,242,705	3,756,309	$ 300	$ 693
Ending balance, Shares at Mar. 31, 2021				3,004,775	6,934,500
Beginning balance at Dec. 31, 2020	14,120	23,427	(10,000)		$ 693
Beginning balance, in Shares at Dec. 31, 2020					6,934,500
Net income (loss)	2,551,714
Ending balance at Jun. 30, 2021	5,000,002	2,457,282	2,541,714	$ 313	$ 693
Ending balance, Shares at Jun. 30, 2021				3,130,450	6,934,500
Beginning balance at Mar. 31, 2021	5,000,007	1,242,705	3,756,309	$ 300	$ 693
Beginning balance, in Shares at Mar. 31, 2021				3,004,775	6,934,500
Offering costs related to Initial Public Offering	(42,160)	(42,160)
Change in Class A common stock subject to possible redemption	1,256,750	1,256,737		$ 13
Change in Class A common stock subject to possible redemption, in shares				125,675
Net income (loss)	(1,214,595)		(1,214,595)
Ending balance at Jun. 30, 2021	$ 5,000,002	$ 2,457,282	$ 2,541,714	$ 313	$ 693
Ending balance, Shares at Jun. 30, 2021				3,130,450	6,934,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	6 Months Ended
Condensed Statement of Cash Flows - USD ($)	Jun. 30, 2021
Cash Flows from Operating Activities
Net income	$ 2,551,714
Adjustments to reconcile net income to net cash used in operating activities
Amortization of prepaid insurance	174,769
Change in fair value of warrant liabilities	(3,715,534)
Offering costs allocated to derivative warrant liabilities	757,984
Interest earned on marketable securities in Trust Account	(5,711)
Formation and operating expenses funded by Sponsor	1,567
Changes in operating assets and liabilities
Prepaid expenses	(541,426)
Other assets	(414,486)
Accounts payable	31,231
Franchise tax payable	100,000
Accrued expenses	6,050
Net cash used by operating activities	(1,053,842)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
Cash Flows from Financing Activities
Proceeds from issuance of Class A common stock and warrants	289,500,000
Proceeds from note payable and advances from related party	334,000
Repayment of note payable and advances from related party	(334,000)
Payment of offering costs	(199,608)
Net cash provided by financing activities	289,300,392
Net increase in cash	746,550
Cash—beginning of period	24,120
Cash—end of period	770,670
Supplemental disclosure of noncash investing and financing activities:
Change in value of Class A common stock subject to possible redemption	1,272,990
Warrant liabilities in connection with initial public offering and private placement	14,982,500
Deferred offering costs included in accounts payable	20,000
Deferred legal fees	613,708
Deferred underwriting compensation	$ 15,812,500

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations USHG Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on December 4, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not yet commenced operations. All activity through June 30, 2021 relates to the Company’s formation and its Initial Public Offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end. On March 1, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 1,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to USHG Investments, LLC (the “Sponsor”), generating gross proceeds to the Company of $2,000,000, which is described in Note 3. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ Following the closing of the Initial Public Offering on March 1, 2021, an amount of $287,500,000 ($10 per Unit) of the proceeds from the Initial Public Offering, including $15,812,500 of the underwriters’ deferred discount was placed in a trust account located in the United States at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the Initial Public Offering held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares of the Company properly tendered in connection with a stockholder pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with 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 issued and outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering are held in the Trust Account with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, executive officers and directors will have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (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 In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares 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 their deferred underwriting commission (see Note 5) 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 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 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (other than 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, and Form 10-Q 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- 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 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. Use of Estimates The preparation of financial statements in conformity with 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant 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 had $770,670 in cash and no cash equivalents , outside of the funds held in the Trust Account, Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D re-measurement Cash Held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were invested money marked funds Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of 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 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, as of June 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet . Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020 the carrying values of cash, accounts payable, franchise tax payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were recognized in additional paid-in Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Class B shares will automatically convert into Class A shares at the time of the Business Combination subject to adjustment. The Company’s unaudited condensed statement of operations includes a presentation of net income per share for shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for the Initial Public Offering Class A redeemable shares is dividing income attributable to Class A redeemable shares, net of allocated franchise taxes, for the three and six months ended June 30, 2021, respectively, by the weighted average number of Initial Public Offering Class A redeemable shares outstanding. Net earnings per share, basic and diluted, for Class B non-redeemable shares for the three and six months ended June 30, 2021 is calculated by dividing the net income (loss) less income attributable to the Initial Public Offering Class A redeemable shares, net of allocated franchise taxes, respectively, by the weighted average number of Class B non-redeemable shares outstanding for the corresponding period. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering and Pri

Initial Public Offering and Private Placement	6 Months Ended
Initial Public Offering and Private Placement	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering and Private Placement	Note 3—Initial Public Offering and Private Placement Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock and one-third of Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 1,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor, generating gross proceeds to the Company of $2,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. So long as the Private Placement Warrants are held by the Sponsor, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On December 29, 2020, the Sponsor paid an aggregate of $24,120 in exchange for the issuance of 6,934,500 shares of Class B common stock (the “Founder Shares”). In January 2021, the Sponsor made a charitable contribution of 115,000 of the Founder Shares to Share Our Strength, a 501(c)(3) nonprofit organization. On March 1, 2021, the underwriters exercised the over-allotment option in full; thus the common stock are no longer subject to forfeiture. The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends and similar transactions) for any 20 trading days within any 30-trading day the 30-trading day Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of June 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company has entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2021, the Company has paid $20,000 and $50,000 for the services provided through the Administrative Services Agreement, $10,000 of which are recorded as a prepaid expense on the unaudited condensed balance sheet as of June 30, 2021.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into prior to the closing of the Initial Public Offering. The holders of these securities may at any time, and from time to time, request in writing that the Company register the resale of any or all of these securities on Form S-3 or Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 3,750,000 additional units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full, and purchased an additional 3,750,000 units at closing of the Initial Public Offering. As of June 30, 2021, the Company has incurred $15,812,500 in deferred underwriting costs $757,984 of which were recognized in other expenses with the reminder recorded in stockholders’ equity. Deferred legal fees The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay their fees upon the consummation of the initial Business Combination. As of June 30, 2021, the Company recorded approximately $613,000 in deferred legal fees in connection with such agreements in the accompanying balance sheet.

Warrant Liability

Warrant Liability	6 Months Ended
Warrant Liability	Jun. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrant Liability	Note 6—Warrant Liability 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 and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders. The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Shareholders' Equity

Shareholders' Equity	6 Months Ended
Shareholders' Equity	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 7—Stockholders’ Equity Class A Common Stock Class B Common Stoc Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, 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 stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares, including the Discretionary Allocation Shares, will equal, in the aggregate, on an as-converted basis, Preferred Stock

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company’s investments held in the Trust Account is investments in money market funds that invest in U.S. government securities. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The following table presents the estimated fair values of investments held in the Trust Account as of June 30, 2021: Held-To-Maturity Level Fair Value U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury 1 $ 287,505,711 The Warrants are accounted for as liabilities pursuant to ASC 815-40 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of June 30, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 9,870,833 $ — $ — $ — Private Placement Warrants — — 1,396,133 1,396,133 Total warrant liabilities $ 9,870,000 $ — $ 1,396,133 $ 11,266,966 The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the volatility rate. The volatility applied was 16% based on implied volatilities from selected publicly traded warrants. Beginning on April 19, 2021, the Public Warrants began trading under the ticker HUGSW. After this date, Public Warrant values per share were based on the observed trading prices of the Public Warrants. Accordingly, as of June 30, 2021, the observable input qualifies the liability for treatment as a Level 1 liability. As of March 31, 2021, the Company valued the Public Warrants using Monte Carlo simulation model and classified the Public Warrants as Level 3. Except for the Public Warrants being classified as Level 1 liability as of June 30, 2021, there were no transfer in or out of Level 3 classification during the quarter ended June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of Exercise price $ 11.50 IPO price $ 10.00 Implied stock price range (or underlying asset price) $ 9.70 Volatility 16 % Term 5.83 Risk-free rate 1.01 % Dividend yield 0.0 % The following table presents a summary of the changes in the fair value of the Warrants: Public Private Placement Warrant Liability Warrant Liability Fair value, March 1, 2021 $ 13,129,167 $ 1,853,333 Recognized gain on change in fair value (4,025,000 ) (560,000 ) Fair value, March 31, 2021 $ 9,104,167 $ 1,293,333 Recognized loss 766,666 102,800 Fair value, June 30, 2021 $ 9,870,833 $ 1,396,133

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, and Form 10-Q
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- 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 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant 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 had $770,670 in cash and no cash equivalents , outside of the funds held in the Trust Account,
Warrant Liability	Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D re-measurement
Cash Held in Trust Account	Cash Held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were invested money marked funds
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of 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 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, as of June 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet .
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020 the carrying values of cash, accounts payable, franchise tax payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were recognized in additional paid-in
Net Income Per Common Stock	Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Class B shares will automatically convert into Class A shares at the time of the Business Combination subject to adjustment. The Company’s unaudited condensed statement of operations includes a presentation of net income per share for shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for the Initial Public Offering Class A redeemable shares is dividing income attributable to Class A redeemable shares, net of allocated franchise taxes, for the three and six months ended June 30, 2021, respectively, by the weighted average number of Initial Public Offering Class A redeemable shares outstanding. Net earnings per share, basic and diluted, for Class B non-redeemable shares for the three and six months ended June 30, 2021 is calculated by dividing the net income (loss) less income attributable to the Initial Public Offering Class A redeemable shares, net of allocated franchise taxes, respectively, by the weighted average number of Class B non-redeemable shares outstanding for the corresponding period.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis	The following table presents the estimated fair values of investments held in the Trust Account as of June 30, 2021: Held-To-Maturity Level Fair Value U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury 1 $ 287,505,711
Fair Value, Liabilities Measured on Recurring Basis	The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of June 30, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 9,870,833 $ — $ — $ — Private Placement Warrants — — 1,396,133 1,396,133 Total warrant liabilities $ 9,870,000 $ — $ 1,396,133 $ 11,266,966
Fair Value Measurement Inputs and Valuation Techniques	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of Exercise price $ 11.50 IPO price $ 10.00 Implied stock price range (or underlying asset price) $ 9.70 Volatility 16 % Term 5.83 Risk-free rate 1.01 % Dividend yield 0.0 %
Schedule Of Changes In The Fair Value Of Warrant Liabilities	The following table presents a summary of the changes in the fair value of the Warrants: Public Private Placement Warrant Liability Warrant Liability Fair value, March 1, 2021 $ 13,129,167 $ 1,853,333 Recognized gain on change in fair value (4,025,000 ) (560,000 ) Fair value, March 31, 2021 $ 9,104,167 $ 1,293,333 Recognized loss 766,666 102,800 Fair value, June 30, 2021 $ 9,870,833 $ 1,396,133

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Mar. 01, 2021	Mar. 31, 2021	Jun. 30, 2021
Entity Incorporation, Date of Incorporation			Dec. 4, 2020
Deferred underwriting fees	$ 15,812,500
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination			100.00%
Lock In Period For Redemption Of Public Shares After Closing Of IPO			24 months
Share Price			$ 10
Percentage of Redeeming Shares of Public Shares Without the Company's Prior Written Consent			15.00%
Dissolution Expense			$ 100,000
Minimum [Member]
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account			80.00%
Net Tangible Assets Required For Consummation Of Business Combination			$ 5,000,001
Maximum [Member] \| US Treasury and Government [Member]
Investment Company Act having a maturity term			185 days
Private Placement Warrants [Member] \| Sponsor [Member]
Proceeds From Issuance Of Warrants			$ 2,000,000
Class of Warrant or Right Issued During the Period	1,333,333
Class of Warrant or Right Issue Price	$ 1.50
Common Class A [Member]
Stock Issued During Period Shares		28,750,000
IPO [Member] \| Common Class A [Member]
Stock Issued During Period Shares	28,750,000		28,750,000
Shares Issued Price Per Share	$ 10		$ 10
Proceeds From Issuance Of IPO	$ 287,500,000
Over-Allotment Option [Member]
Stock Issued During Period Shares			3,750,000
Over-Allotment Option [Member] \| Common Class A [Member]
Stock Issued During Period Shares	3,750,000		3,750,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Unrecognized Tax Benefits	$ 0	$ 0	$ 0	$ 0
Accrued for Interest and Penalties	$ 0	0	0	0
Restricted investments term	185 days
FDIC Insured Amount	$ 250,000	250,000	250,000
Cash	770,670	770,670	770,670	$ 24,120
Cash Equivalents	$ 0	0	0
Common Stock Subject To Non Redeemable [Member]
Non-Redeemable Net Loss		$ (1,214,595)	$ 2,551,714

Initial Public Offering and P_2

Initial Public Offering and Private Placement - Additional Information (Detail) - USD ($)	Mar. 01, 2021	Mar. 31, 2021	Jun. 30, 2021
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11.50
Sponsor [Member]
Class of Stock [Line Items]
Share Transfer Restriction Number Of Days From The Date Of Business Combination			30 days
Private Placement Warrants [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Proceeds From Issuance Of Warrants			$ 2,000,000
Class of Warrant or Right Issued During the Period	1,333,333
Class of Warrant or Right Issue Price	$ 1.50
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares			3,750,000
Common Class A [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares		28,750,000
Common Stock, Conversion Basis			Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”)
Common Class A [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right			1
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11.50
Common Class A [Member] \| IPO [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares	28,750,000		28,750,000
Shares Issued Price Per Share	$ 10		$ 10
Common Class A [Member] \| Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares	3,750,000		3,750,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Dec. 29, 2020	Jun. 30, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Share Price		$ 10	$ 10
Administrative Servivce Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expense		$ 20,000	$ 50,000
Prepaid Expenses [Member] \| Administrative Servivce Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expense			$ 10,000
Founder shares [Member]
Related Party Transaction [Line Items]
Lock In Period For Share Transfer After Closing Of Business Combination			1 year
Share Price		$ 12	$ 12
Share Transfer Restriction Threshold Consecutive Trading Days			20 days
Share Transfer Restriction Threshold Trading Days			30 days
Share Transfer Restriction Number Of Days From The Date Of Business Combination			150 days
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Transferred During Period Shares For Charity			115,000
Sponsor [Member] \| Founder shares [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services	$ 24,120
Stock Issued During Period, Shares, Issued for Services	6,934,500
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount			$ 2,000,000
Debt Instrument Conversion Price		$ 1.50	$ 1.50
Due to Related Parties		$ 0	$ 0

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)shares
Subsidiary, Sale of Stock [Line Items]
Deferred legal fees	$ 613,708	$ 613,708
Offering costs allocated to derivative warrant liabilities	0	757,984
Other Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting costs	15,812,500	15,812,500
Offering costs allocated to derivative warrant liabilities		$ 757,984
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Repurchased During Period, Shares \| shares		3,750,000
Deferred legal fees	$ 613,000	$ 613,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period Shares \| shares		3,750,000

Warrant Liability - Additional

Warrant Liability - Additional Information (Detail)	6 Months Ended
Warrant Liability - Additional Information (Detail)	Jun. 30, 2021$ / shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Warrants and Rights Outstanding, Term	5 years
Share Price	$ 10
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	9.20
Share Redemption Trigger Price	$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60.00%
Class Of Warrant Or Right Minimum Notice Period For Redemption	20 days
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Redemption Trigger Price	$ 18
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Share Price Equal or Less Ten point Zero Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10
Share Redemption Trigger Price	$ 10
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Common Class A [Member]
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right Threshold Period For Exercise From Date Of Closing Public Offering	30 days
Common Class A [Member] \| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 18
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right Redemption Threshold Consecutive Trading Days	30 days
Class Of Warrant Or Right Threshold Period For Exercise From Date Of Closing Public Offering	12 months
Public Warrants [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Redeemable Warrants [Member] \| Common Class A [Member] \| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class Of Warrants Redemption Price Per Unit	$ 0.01
Number Of Days Of Notice To Be Given For Redemption Of Warrants	30 days
Share Price	$ 18
Number Of Consecutive Trading Days For Determining Share Price	20 days
Number Of Trading Days For Determining The Share Price	30 days
Redeemable Warrants [Member] \| Common Class A [Member] \| Share Price Equal or Less Ten point Zero Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class Of Warrants Redemption Price Per Unit	$ 0.10
Number Of Days Of Notice To Be Given For Redemption Of Warrants	30 days
Share Price	$ 10
Number Of Trading Days Prior To Notice Of Redemption Of Warrants Holders	10 days

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - $ / shares	Dec. 29, 2020	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred Stock, Shares issued			0	0
Preferred Stock, Shares Outstanding			0	0
Temporary Equity, Shares Outstanding			25,619,550
Common Class A [Member]
Percentage Of Common Stock Outstanding After Conversion			20.00%
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares authorized			200,000,000	200,000,000
Common stock, shares issued			3,130,450	0
Common stock, shares outstanding			3,130,450	0
Temporary Equity, Shares Outstanding				0
Stockholders' Equity Note, Stock Split			one vote
Stock Issued During Period Shares		28,750,000
Common Class A [Member] \| Shares Subject to Possible Redemption [Member]
Temporary Equity, Shares Outstanding			25,619,550	0
Common Class B [Member]
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares authorized			20,000,000	20,000,000
Common stock, shares issued			6,934,500	6,934,500
Common stock, shares outstanding			6,934,500	6,934,500
Stock Issued During Period Shares	6,934,500
Common Class B [Member] \| Sponsor [Member]
Stock Issued During Period, Shares, Issued for Services			115,000
Discretionary Allocation Shares [Member] \| Maximum [Member]
Stock Issued During Period Shares			253,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Asset Measured at Fair Value on Recurring Basis (Detail)	Jun. 30, 2021USD ($)
Level 1 [Member] \| U.S. Treasury Securities [Member] \| Fair Value, Recurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	$ 287,505,711

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Hierarchy for Liabilities Measured at Fair Value (Detail)	Jun. 30, 2021USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	$ 11,266,966
Fair Value, Recurring [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	11,266,966
Fair Value, Recurring [Member] \| Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	9,870,000
Fair Value, Recurring [Member] \| Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] \| Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	1,396,133
Fair Value, Recurring [Member] \| Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] \| Public Warrants [Member] \| Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	9,870,833
Fair Value, Recurring [Member] \| Public Warrants [Member] \| Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] \| Public Warrants [Member] \| Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] \| Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	1,396,133
Fair Value, Recurring [Member] \| Private Placement Warrants [Member] \| Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] \| Private Placement Warrants [Member] \| Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] \| Private Placement Warrants [Member] \| Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	$ 1,396,133

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail)	6 Months Ended
	Jun. 30, 2021$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Warrants and Rights Outstanding, Term	5 years
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
IPO price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of Stock, Price Per Share	10
Implied stock price range [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Option, Exercise Price, Increase	$ 9.70
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	16
Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years 9 months 29 days
Risk Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.01
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Detail) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Recognized gain (loss) on change in fair value		$ (869,466)	$ 3,715,534
Public Warrants Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance	$ 13,129,167	9,104,167
Recognized gain (loss) on change in fair value	(4,025,000)	766,666
Fair Value,Ending balance	9,104,167	9,870,833	9,870,833
Private Placement Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance	1,853,333	1,293,333
Recognized gain (loss) on change in fair value	(560,000)	102,800
Fair Value,Ending balance	$ 1,293,333	$ 1,396,133	$ 1,396,133

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	6 Months Ended
Fair Value Measurements - Additional Information (Detail)	Jun. 30, 2021USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value transfer in or out of Level 3 classification during the period	$ 0
Private Placement Warrants [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	16