Mission Advancement (MACC) 10-K31 Mar 222021 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	MISSION ADVANCEMENT CORP.
Trading Symbol	MACC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 334,995,000
Amendment Flag	false
Entity Central Index Key	0001840148
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40127
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1254144
Entity Address, Address Line One	2525 E Camelback Rd
Entity Address, Address Line Two	Ste 850
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85016
City Area Code	(602)
Local Phone Number	476-0600
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	New York, NY
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

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 612,101
Prepaid expenses	382,760
Deferred offering costs associated with IPO		41,739
Total current assets	994,861	41,739
Prepaid expenses – non-current portion	64,422
Investment held in Trust Account	345,018,988
Total assets	346,078,271	41,739
Current liabilities:
Accounts payable and accrued expenses	1,432,959
Sponsor loans	550,000	17,500
Total current liabilities	1,982,959	17,500
Warrant liabilities	9,089,893
Deferred underwriters’ discount	12,075,000
Total liabilities	23,147,852	17,500
Commitments and Contingencies (Note 6)
Class A Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.00 per share	345,018,988
Stockholders’ (deficit) equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to redemption) at December 31, 2021 and December 31, 2020, respectively
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at December 31, 2021 and 2020	863	863
Additional paid-in capital		24,137
Accumulated deficit	(22,089,432)	(761)
Total stockholders’ (deficit) equity	(22,088,569)	24,239
Total liabilities, common stock subject to possible redemption and stockholders’ (deficit) equity	$ 346,078,271	$ 41,739

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
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 subject to possible redemption	34,500,000	34,500,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
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

Statements of Operations

Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Income Statement [Abstract]
Formation and operating costs	$ 761	$ 2,288,173
Loss from operations	(761)	(2,288,173)
Other income (loss)
Interest income on trust account		18,988
Change in fair value of warrant liabilities		14,200,444
Offering expenses related to warrant issuance		(864,511)
Total other income		13,354,921
Net income (loss)	$ (761)	$ 11,066,748
Weighted average shares outstanding Class A (in Shares)		28,545,205
Basic and diluted net income per share (in Dollars per share)		$ 0.3
Weighted average shares outstanding Class B (in Shares)	6,250,000	8,225,342
Basic and diluted net income per share (in Dollars per share)	$ 0	$ 0.3

Statements of Changes In Stockh

Statements of Changes In Stockholders’ Equity (Deficit) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Retained Earnings	Total
Balance at Dec. 21, 2020
Balance (in Shares) at Dec. 21, 2020
Sale of Founder Shares		$ 863	24,137		25,000
Sale of Founder Shares (in Shares)		8,625,000
Net income (loss)				(761)	(761)
Balance at Dec. 31, 2020		$ 863	24,137	(761)	24,239
Balance (in Shares) at Dec. 31, 2020		8,625,000
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants	$ 3,450		323,770,836		323,774,286
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants (in Shares)	34,500,000
Excess of cash received over fair value of private placement warrants			799,888		799,888
Deferred underwriting discount			(12,075,000)		(12,075,000)
Other offering cost charged to Stockholders’ equity			(659,742)		(659,742)
Class A common stock subject to possible redemption	$ (3,450)		(311,860,119)	(33,137,733)	(345,001,302)
Class A common stock subject to possible redemption (in Shares)	(34,500,000)
Net income (loss)				11,066,748	11,066,748
Change in Class A common stock subject to possible redemption				(17,686)	(17,686)
Balance at Dec. 31, 2021		$ 863		$ (22,089,432)	$ (22,088,569)
Balance (in Shares) at Dec. 31, 2021		8,625,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (761)	$ 11,066,748
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on trust account		(18,988)
Change in fair value of warrant liabilities		(14,200,444)
Offering costs allocated to warrants		864,511
Changes in current assets and current liabilities:
Prepaid assets		(447,182)
Deferred offerings costs	(41,739)
Accounts payable		1,432,959
Net cash used in operating activities	(42,500)	(1,302,396)
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 Initial Public Offering, net of underwriters’ discount		338,100,000
Proceeds from issuance of Private Placement Warrants		8,900,000
Proceeds from issuance of Founder Shares	25,000
Repayment of promissory note to related party		532,500
Borrowings from sponsor	17,500
Payments of offering costs		(618,003)
Net cash provided by financing activities	42,500	346,914,497
Net Change in Cash		612,101
Cash - Beginning
Cash - Ending		612,101
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A common stock subject to possible redemption		345,000,000
Initial value of warrant liabilities		23,290,337
Change in value of Class A common stock subject to possible redemption		18,988
Deferred underwriters’ discount payable charged to additional paid-in capital		12,075,000
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	25,000
Deferred offering costs paid by Sponsor under the promissory note	$ 16,739

Organization and Business Opera

Organization and Business Operations	12 Months Ended
Organization and Business Operations	Dec. 31, 2021
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Mission Advancement Corp. (the “Company”) was incorporated in Delaware on December 22, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet engaged in any operations or generated any revenues to date. All activity through December 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below and identifying a target company for our initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on March 2, 2021 (the “Effective Date”). On March 5, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,933,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $19,634,742 consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs. Of the total transaction costs $864,511 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on March 5, 2021, an amount of $345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is 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”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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 shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, Mission Advancement Sponsor LLC (the “sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as defined in Note 6), private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s 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 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2021, the Company had cash outside the Trust Account of $612,101 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem common stock. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. Going Concern The Company anticipates that the $612,101 outside of the Trust Account as of December 31, 2021, might not be sufficient to allow the Company to operate until March 5, 2023, the Combination Period (as defined below), assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 6), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has until March 5, 2023, 24 months from the closing of the IPO, to consummate a Business Combination (the “Combination Period”). It is uncertain that we will be able consummate a Business Combination within the Combination Period. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March 5, 2023. Risks and Uncertainties Management is continuing 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 operations and/or the Company’s ability to consummate a business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Revision of Previously Issued F

Revision of Previously Issued Financial Statements	12 Months Ended
Revision of Previously Issued Financial Statements	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Revision of Previously Issued Financial Statements	Note 2 — Revision of Previously Issued Financial Statements In connection with the Company’s search for a Business Combination, the Company incurred certain contingent legal fees that were only due and payable upon the consummation of a Business Combination. In the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2021 and September 30, 2021 as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 12, 2021 and November 9, 2021, as amended January 10, 2022, respectively, the Company accounted for these legal fees as contingent liabilities and did not recognize such fees as expenses. During the fourth quarter of 2021, the Company reevaluated this accounting treatment and determined that such legal fees represent a contractual obligation rather than a contingent liability, and therefore the fees should be expensed in the period in which the legal services are performed. In accordance with the SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were not material to any previously presented financial statements. Therefore, the Company, in consultation with the Audit Committee of its Board of Directors, concluded that its previously issued and impacted financial statements should be revised to record the deferred legal fees. Impact of the Revision As Previously Reported Adjustment As Adjusted Condensed Unaudited Balance Sheet as of June 30, 2021 Accounts payable and accrued expenses $ 327,994 $ 27,114 $ 355,108 Total current liabilities 327,944 27,114 355,108 Total liabilities $ 27,355,696 $ 27,114 $ 27,382,810 Accumulated deficit (as restated) (26,149,084 ) (27,114 ) (26,176,198 ) Total stockholders’ (deficit) equity (as restated) (26,148,221 ) (27,114 ) (26,175,335 ) As Reported Adjustment As Adjusted Condensed Unaudited Statement of Operations For the three months ended June 30, 2021 Formation and operating costs $ 219,505 $ 27,114 $ 246,619 Loss from operations (219,505 ) (27,114 ) (246,619 ) Net income (loss) $ 8,760,407 $ (27,114 ) $ 8,733,293 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.20 0.00 0.20 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.20 0.00 0.20 For the six months ended June 30, 2021 Formation and operating costs $ 485,016 $ 27,114 $ 512,130 Loss from operations (485,016 ) (27,114 ) (512,130 ) Net income (loss) $ 6,994,564 $ (27,114 ) $ 6,967,450 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.23 0.00 0.23 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.23 0.00 0.23 As Adjustment As Adjusted Condensed Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Net income (loss) $ 6,994,564 $ (27,114 ) $ 6,967,450 Changes in current assets and current liabilities: Accounts payable $ 327,994 $ 27,114 $ 355,108 As Adjustment As Adjusted Condensed Unaudited Balance Sheet as of September 30, 2021 Accounts payable and accrued expenses $ 367,637 $ 167,880 $ 535,517 Total current liabilities 367,637 167,880 535,517 Total liabilities $ 22,788,207 $ 167,880 $ 22,956,087 Accumulated deficit (as restated) (21,974,763 ) (167,880 ) (22,142,643 ) Total stockholders’ (deficit) equity (as restated) (21,973,900 ) (167,880 ) (22,141,780 ) As Reported Adjustment As Adjusted Condensed Unaudited Statement of Operation For the three months ended September 30, 2021 Formation and operating costs $ 432,811 $ 140,766 $ 573 ,577 Loss from operations (432,811 ) (140,766 ) (573,577 ) Net income (loss) $ 4,179,531 $ (140,766 ) $ 4,038,765 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.10 (0.01 ) 0.09 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.10 (0.01 ) 0.09 For the nine months ended September 30, 2021 Formation and operating costs $ 917,827 $ 167,880 $ 1,085,707 Loss from operations (917,827 ) (167,880 ) (1,085,707 ) Net income (loss) $ 11,174,095 $ (167,880 ) $ 11,006,215 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.32 0.00 0.32 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.32 0.00 0.32 As Adjustment As Adjusted Condensed Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 Net income (loss) $ 11,174,095 $ (167,880 ) $ 11,006,215 Changes in current assets and current liabilities: Accounts payable $ 367,637 $ 167,880 $ 535,517

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 another public company which is neither an emerging growth company nor an emerging growth company which 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 US 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. Actual results could differ 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. Marketable Securities Held in Trust Account At December 31, 2021, the Trust Account had $345,018,988 held in marketable securities. During the period of January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Marketable securities held in trust account are classified as Held-for-Trading Securities and are reported at fair value with unrealized gains or losses included in earnings of the current period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021 and 2020, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per share is computed by dividing the pro rata net income between the Class A shares and the Class B shares by the weighted average number of shares outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Below is a reconciliation of the net income (loss) per common stock: For the December 31, For the Redeemable Class A Common Stock Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 8,591,185 $ — Denominator: Weighted average Redeemable Class A common stock, Basic and Diluted 28,545,205 — Basic and diluted net loss per share, redeemable Class A common stock $ 0.30 $ — Non-Redeemable Common Stock Numerator: Net income (loss) allocable to non-redeemable Class B common stock $ 2,475,563 $ (761 ) Denominator: Weighted average non-redeemable Class B common stock 8,225,342 6,250,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.30 $ (0.00 ) Offering Costs The Company complies with the requirements of the ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 5, 2021, offering costs totaling $19,634,742 have been charged to stockholders’ equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs). Of the total transaction costs $864,511 was reclassed to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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 (unadjusted) 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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 Topic and ASC Topic 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 17,433,333 common stock warrants issued in connection with its IPO (11,500,000) and Private Placement (5,933,333) as derivative warrant liabilities in accordance with ASC Topic 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. At the IPO, the Company utilized a Monte Carlo simulation model to determine the initial value of the public warrants and private warrants. At December 31, 2021, the Company used the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statement of operations. Income Taxes The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in annual period, disclosure and transition. 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 December 31, 2021 and December 31, 2020. 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 has identified the United States and Arizona as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU Topic 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s 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 accompanying financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 34,500,000 Units, (at a price of $10.00 per Unit). Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share and one-third of one redeemable warrant (“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.

Private Placement Warrants

Private Placement Warrants	12 Months Ended
Private Placement Warrants	Dec. 31, 2021
Private Placement Warrant [Abstract]
Private Placement Warrants	Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per warrant ($8,900,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO being held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Proposed Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Proposed Public Offering.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On December 22, 2020, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B common stock, par value $0.0001 (the “founder shares”). On March 2, 2021, the Company effected a stock dividend of approximately 0.2 shares for each share of Class B common stock outstanding, resulting in the sponsor holding on aggregate of 8,625,000 founder shares. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, the founder shares will be released from the lockup 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 company’s initial business combination. On February 11, 2021, the Sponsor transferred 265,000 Founder Shares to 15 of the Company’s directors and advisors in recognition of and compensation for their future services to the Company. The assignment of the Founders Shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 265,000 Founder Shares granted to the Company’s directors and advisors was $1,648,300 or $6.22 per share. The Founders Shares were effectively assigned to the directors and advisors subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that the consummation of a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Promissory Note — Related Party On December 22, 2020, the sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. As of December 31, 2021, the Company had repaid the sponsor note of $127,175 in full. Working Capital Loans In addition, in order to finance transaction costs in connection with a business combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and December 31, 2020, there was $550,000 (as described further below) and $0, respectively, outstanding loan amounts under the Working Capital Loans. On December 1, 2021, the Company issued a promissory note in the principal amount of up to $1,500,000 to the sponsor (the “Note”). The Note was issued in connection with advances the sponsor has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the liquidation of the Company. At the election of the sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company, each warrant exercisable for one share of Class A common stock of the Company upon the consummation of an initial business combination (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants are identical to the warrants issued by the Company to the Sponsor in a private placement in connection with the Company’s initial public offering. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note. As of December 31, 2021, the outstanding balance of the Note was $550,000. The conversion feature included in the Note is considered an embedded derivate and is remeasured at the end of each reporting period. The value is de minimis. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $99,677 in the year ended December 31, 2021.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
Commitments & Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 7 — Commitments & Contingencies Registration 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 issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 5, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. As of December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue a total of 300,000,000 shares of Class A common stock at par value of $0.0001 each. As of December 31, 2021, there were no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption). As of December 31, 2020, there were no shares issued and outstanding. Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. As of December 31, 2021 and 2020, there were 8,625,000 shares of Class B common stock issued or outstanding. 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. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation 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. 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 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, 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.

Warrants

Warrants	12 Months Ended
Warrants	Dec. 31, 2021
Warrants [Abstract]
Warrants	Note 9 — Warrants Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the initial business combination, 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 warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) 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. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stocks issuable upon exercise of the 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 or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. 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 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), (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 Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — 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 (unadjusted) 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Description Assets: Mutual Funds held in Trust Account $ 345,018,988 $ 345,018,988 $ - $ - Liabilities: Warrant liabilities 9,089,893 5,863,850 - 3,226,043 $ 354,108,881 $ 350,882,838 $ - $ 3,226,043 At December 31, 2021, the Company use the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statement of operations. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended December 31, 2021, other than the transfer of the Public Warrants from Level 3 to Level 1 due to the public warrants valuation using the quoted stock price in the active market. The following table provides quantitative information regarding assumptions used to determine Level 3 fair value measurements: At Stock price $ 9.73 Strike price $ 11.50 Term (in years) 5.91 Volatility 9.5 % Risk-free rate 1.34 % Dividend yield 0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3: Warrant Liability Fair value at January 1, 2021 $ — Initial value at IPO date 23,290,337 Transfer of Public Warrants from level 3 to level 1 (15,595,052 ) Change in fair value (4,469,242 ) Fair value at December 31, 2021 $ 3,226,043

Income Tax

Income Tax	12 Months Ended
Income Tax	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 11 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Start-up costs $ 438,676 $ 160 Federal net operating loss 38,013 — Total deferred tax asset 476,689 160 Valuation allowance (476,689 ) (160 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (476,529 ) (160 ) State Current — — Deferred — — Change in valuation allowance 476,529 160 Income tax provision $ — $ — The Company’s Federal net operating loss carryforward as of December 31, 2021 and 2020 amounted to $181,012 and $0, respectively, and will be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from December 22, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $476,529 and $0, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21 % 21 % State taxes, net of federal tax benefit — — Permanent book/tax differences: Change in fair value of warrants (26.95 )% 0.00 )% Warrant transaction costs 1.64 % 0.00 % Change in valuation allowance 4.31 % (21 )% Income tax provision — — The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to permanent book to tax differenced related to transaction costs related to warrants, as well as change in fair value of warrants and full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and Arizona which remain open and subject to examination.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC.
Emerging Growth Company Status	Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 another public company which is neither an emerging growth company nor an emerging growth company which 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 US 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. Actual results could differ 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.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2021, the Trust Account had $345,018,988 held in marketable securities. During the period of January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Marketable securities held in trust account are classified as Held-for-Trading Securities and are reported at fair value with unrealized gains or losses included in earnings of the current period.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021 and 2020, the Company has not experienced losses on this account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per share is computed by dividing the pro rata net income between the Class A shares and the Class B shares by the weighted average number of shares outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Below is a reconciliation of the net income (loss) per common stock: For the December 31, For the Redeemable Class A Common Stock Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 8,591,185 $ — Denominator: Weighted average Redeemable Class A common stock, Basic and Diluted 28,545,205 — Basic and diluted net loss per share, redeemable Class A common stock $ 0.30 $ — Non-Redeemable Common Stock Numerator: Net income (loss) allocable to non-redeemable Class B common stock $ 2,475,563 $ (761 ) Denominator: Weighted average non-redeemable Class B common stock 8,225,342 6,250,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.30 $ (0.00 )
Offering Costs	Offering Costs The Company complies with the requirements of the ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 5, 2021, offering costs totaling $19,634,742 have been charged to stockholders’ equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs). Of the total transaction costs $864,511 was reclassed to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) 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.
Derivative warrant liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 Topic and ASC Topic 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 17,433,333 common stock warrants issued in connection with its IPO (11,500,000) and Private Placement (5,933,333) as derivative warrant liabilities in accordance with ASC Topic 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. At the IPO, the Company utilized a Monte Carlo simulation model to determine the initial value of the public warrants and private warrants. At December 31, 2021, the Company used the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the statement of operations.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in annual period, disclosure and transition. 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 December 31, 2021 and December 31, 2020. 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 has identified the United States and Arizona as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU Topic 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s 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 accompanying financial statements.

Revision of Previously Issued_2

Revision of Previously Issued Financial Statements (Tables)	12 Months Ended
Revision of Previously Issued Financial Statements (Tables)	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of balance sheet	As Previously Reported Adjustment As Adjusted Condensed Unaudited Balance Sheet as of June 30, 2021 Accounts payable and accrued expenses $ 327,994 $ 27,114 $ 355,108 Total current liabilities 327,944 27,114 355,108 Total liabilities $ 27,355,696 $ 27,114 $ 27,382,810 Accumulated deficit (as restated) (26,149,084 ) (27,114 ) (26,176,198 ) Total stockholders’ (deficit) equity (as restated) (26,148,221 ) (27,114 ) (26,175,335 ) As Adjustment As Adjusted Condensed Unaudited Balance Sheet as of September 30, 2021 Accounts payable and accrued expenses $ 367,637 $ 167,880 $ 535,517 Total current liabilities 367,637 167,880 535,517 Total liabilities $ 22,788,207 $ 167,880 $ 22,956,087 Accumulated deficit (as restated) (21,974,763 ) (167,880 ) (22,142,643 ) Total stockholders’ (deficit) equity (as restated) (21,973,900 ) (167,880 ) (22,141,780 )
Schedule of statement of operation	As Reported Adjustment As Adjusted Condensed Unaudited Statement of Operations For the three months ended June 30, 2021 Formation and operating costs $ 219,505 $ 27,114 $ 246,619 Loss from operations (219,505 ) (27,114 ) (246,619 ) Net income (loss) $ 8,760,407 $ (27,114 ) $ 8,733,293 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.20 0.00 0.20 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.20 0.00 0.20 For the six months ended June 30, 2021 Formation and operating costs $ 485,016 $ 27,114 $ 512,130 Loss from operations (485,016 ) (27,114 ) (512,130 ) Net income (loss) $ 6,994,564 $ (27,114 ) $ 6,967,450 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.23 0.00 0.23 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.23 0.00 0.23 As Reported Adjustment As Adjusted Condensed Unaudited Statement of Operation For the three months ended September 30, 2021 Formation and operating costs $ 432,811 $ 140,766 $ 573 ,577 Loss from operations (432,811 ) (140,766 ) (573,577 ) Net income (loss) $ 4,179,531 $ (140,766 ) $ 4,038,765 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.10 (0.01 ) 0.09 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.10 (0.01 ) 0.09 For the nine months ended September 30, 2021 Formation and operating costs $ 917,827 $ 167,880 $ 1,085,707 Loss from operations (917,827 ) (167,880 ) (1,085,707 ) Net income (loss) $ 11,174,095 $ (167,880 ) $ 11,006,215 Basic and diluted net income per share attributable to Class A Shares (as restated) 0.32 0.00 0.32 Basic and diluted net income per share attributable to Class B Shares (As Restated) 0.32 0.00 0.32
Schedule of cash flow	As Adjustment As Adjusted Condensed Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Net income (loss) $ 6,994,564 $ (27,114 ) $ 6,967,450 Changes in current assets and current liabilities: Accounts payable $ 327,994 $ 27,114 $ 355,108 As Adjustment As Adjusted Condensed Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 Net income (loss) $ 11,174,095 $ (167,880 ) $ 11,006,215 Changes in current assets and current liabilities: Accounts payable $ 367,637 $ 167,880 $ 535,517

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
Significant Accounting Policies (Tables)	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of reconciliation of the net income (loss) per common stock	For the December 31, For the Redeemable Class A Common Stock Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 8,591,185 $ — Denominator: Weighted average Redeemable Class A common stock, Basic and Diluted 28,545,205 — Basic and diluted net loss per share, redeemable Class A common stock $ 0.30 $ — Non-Redeemable Common Stock Numerator: Net income (loss) allocable to non-redeemable Class B common stock $ 2,475,563 $ (761 ) Denominator: Weighted average non-redeemable Class B common stock 8,225,342 6,250,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.30 $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of measured at fair value on a recurring basis	December 31, Quoted Significant Significant Description Assets: Mutual Funds held in Trust Account $ 345,018,988 $ 345,018,988 $ - $ - Liabilities: Warrant liabilities 9,089,893 5,863,850 - 3,226,043 $ 354,108,881 $ 350,882,838 $ - $ 3,226,043
Schedule of level 3 fair value measurements	At Stock price $ 9.73 Strike price $ 11.50 Term (in years) 5.91 Volatility 9.5 % Risk-free rate 1.34 % Dividend yield 0 %
Schedule of changes in the fair value of warrant liabilities	Warrant Liability Fair value at January 1, 2021 $ — Initial value at IPO date 23,290,337 Transfer of Public Warrants from level 3 to level 1 (15,595,052 ) Change in fair value (4,469,242 ) Fair value at December 31, 2021 $ 3,226,043

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
Income Tax (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, December 31, Deferred tax asset Organizational costs/Start-up costs $ 438,676 $ 160 Federal net operating loss 38,013 — Total deferred tax asset 476,689 160 Valuation allowance (476,689 ) (160 ) Deferred tax asset, net of allowance $ — $ —
Schedule of income tax provision	December 31, December 31, Federal Current $ — $ — Deferred (476,529 ) (160 ) State Current — — Deferred — — Change in valuation allowance 476,529 160 Income tax provision $ — $ —
Schedule of statutory federal income tax rate	December 31, December 31, Statutory federal income tax rate 21 % 21 % State taxes, net of federal tax benefit — — Permanent book/tax differences: Change in fair value of warrants (26.95 )% 0.00 )% Warrant transaction costs 1.64 % 0.00 % Change in valuation allowance 4.31 % (21 )% Income tax provision — —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Mar. 05, 2021	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Share issued, price per share (in Dollars per share)		$ 10
Transaction cost		$ 19,634,742
Underwriting fees		6,900,000
Deferred underwriting fees		12,075,000
Other offering costs		659,742
Non-operating expenses		$ 864,511
Gross proceeds from initial public offering	$ 345,000,000
Fair market value, percentage		80.00%
Pro rata per share (in Dollars per share)		$ 10
Net tangible assets least		$ 5,000,001
Redeem public shares, percentage		100.00%
Trust account price per share (in Dollars per share)		$ 10
Working capital needs		$ 612,101
Remaining net proceeds		25,000
Trust account		$ 612,101
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Number of units of initial public offering (in Shares)	34,500,000	34,500,000
Per unit price (in Dollars per share)	$ 10	$ 10
Generating gross proceeds	$ 345,000,000
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Number of units of initial public offering (in Shares)		5,933,333
Share issued, price per share (in Dollars per share)		$ 1.5
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Business acquisition voting interests, percentage		50.00%

Revision of Previously Issued_3

Revision of Previously Issued Financial Statements (Details) - Schedule of balance sheet - USD ($)	Sep. 30, 2021	Jun. 30, 2021
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Accounts payable and accrued expenses	$ 367,637	$ 327,994
Total current liabilities	367,637	327,944
Total liabilities	22,788,207	27,355,696
Accumulated deficit (as restated)	(21,974,763)	(26,149,084)
Total stockholders’ (deficit) equity (as restated)	(21,973,900)	(26,148,221)
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Accounts payable and accrued expenses	167,880	27,114
Total current liabilities	167,880	27,114
Total liabilities	167,880	27,114
Accumulated deficit (as restated)	(167,880)	(27,114)
Total stockholders’ (deficit) equity (as restated)	(167,880)	(27,114)
As Adjusted [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Accounts payable and accrued expenses	535,517	355,108
Total current liabilities	535,517	355,108
Total liabilities	22,956,087	27,382,810
Accumulated deficit (as restated)	(22,142,643)	(26,176,198)
Total stockholders’ (deficit) equity (as restated)	$ (22,141,780)	$ (26,175,335)

Revision of Previously Issued_4

Revision of Previously Issued Financial Statements (Details) - Schedule of statement of operation - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Formation and operating costs	$ 432,811	$ 219,505	$ 485,016	$ 917,827
Loss from operations	(432,811)	(219,505)	(485,016)	(917,827)
Net income (loss)	$ 4,179,531	$ 8,760,407	$ 6,994,564	$ 11,174,095
Basic and diluted net income per share attributable to Class A Shares (as restated) (in Dollars per share)	$ 0.1	$ 0.2	$ 0.23	$ 0.32
Basic and diluted net income per share attributable to Class B Shares (As Restated) (in Dollars per share)	$ 0.1	$ 0.2	$ 0.23	$ 0.32
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Formation and operating costs	$ 140,766	$ 27,114	$ 27,114	$ 167,880
Loss from operations	(140,766)	(27,114)	(27,114)	(167,880)
Net income (loss)	$ (140,766)	$ (27,114)	$ (27,114)	$ (167,880)
Basic and diluted net income per share attributable to Class A Shares (as restated) (in Dollars per share)	$ (0.01)	$ 0	$ 0	$ 0
Basic and diluted net income per share attributable to Class B Shares (As Restated) (in Dollars per share)	$ (0.01)	$ 0	$ 0	$ 0
As Adjusted [Membr]
Condensed Income Statements, Captions [Line Items]
Formation and operating costs	$ 573,577	$ 246,619	$ 512,130	$ 1,085,707
Loss from operations	(573,577)	(246,619)	(512,130)	(1,085,707)
Net income (loss)	$ 4,038,765	$ 8,733,293	$ 6,967,450	$ 11,006,215
Basic and diluted net income per share attributable to Class A Shares (as restated) (in Dollars per share)	$ 0.09	$ 0.2	$ 0.23	$ 0.32
Basic and diluted net income per share attributable to Class B Shares (As Restated) (in Dollars per share)	$ 0.09	$ 0.2	$ 0.23	$ 0.32

Revision of Previously Issued_5

Revision of Previously Issued Financial Statements (Details) - Schedule of cash flow - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
As Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income (loss)	$ 6,994,564	$ 11,174,095
Changes in current assets and current liabilities:
Accounts payable	327,994	367,637
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income (loss)	(27,114)	(167,880)
Changes in current assets and current liabilities:
Accounts payable	27,114	167,880
As Adjusted [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income (loss)	6,967,450	11,006,215
Changes in current assets and current liabilities:
Accounts payable	$ 355,108	$ 535,517

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	Mar. 05, 2021	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Trust account		$ 345,018,988
Federal depository insurance coverage		$ 250,000
Offering costs	$ 19,634,742
Underwriting fee	6,900,000
Deferred underwriting fee	12,075,000
Other offering cost	659,742
Non operating expense	$ 864,511
Common stock warrants issued (in Shares)		17,433,333
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock warrants issued (in Shares)		(11,500,000)
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock warrants issued (in Shares)		(5,933,333)
Class A Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Subject to possible redemption common stock (in Shares)		34,500,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of reconciliation of the net income (loss) per common stock - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Schedule of reconciliation of the net income (loss) per common stock [Abstract]
Net income (loss) allocable to Class A common stock subject to possible redemption		$ 8,591,185
Weighted average Redeemable Class A common stock, Basic and Diluted		28,545,205
Basic and diluted net loss per share, redeemable Class A common stock		$ 0.3
Net income (loss) allocable to non-redeemable Class B common stock	$ (761)	$ 2,475,563
Weighted average non-redeemable Class B common stock	6,250,000	8,225,342
Basic and diluted net income (loss) per share, non-redeemable Class B common stock	$ 0	$ 0.3

Initial Public Offering (Detail

Initial Public Offering (Details) - Initial Public Offering [Member] - $ / shares	Mar. 05, 2021	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Sale of stock units	34,500,000	34,500,000
Price per share	$ 10	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common Stock, par value		$ 0.0001
Common Stock Per Share		11.5

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)	12 Months Ended
Private Placement Warrants (Details) - USD ($)	Dec. 31, 2021	Mar. 05, 2021
Private Placement Warrants (Details) [Line Items]
Aggregate purchase price amount (in Dollars)	$ 8,900,000
IPO [Member]
Private Placement Warrants (Details) [Line Items]
Aggregate purchase sponsor shares (in Shares)	5,933,333
Price per warrant	$ 10	$ 10
Private Placement Warrant [Member]
Private Placement Warrants (Details) [Line Items]
Price per warrant	1.5
Class A Common Stock [Member]
Private Placement Warrants (Details) [Line Items]
Price per warrant	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 01, 2021	Mar. 05, 2021	Mar. 02, 2021	Feb. 11, 2021	Dec. 21, 2020	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Sponsor paid						$ 25,000
Loan amount					$ 300,000
Working capital loans						$ 1,500,000
Warrants per share (in Dollars per share)						$ 1.5
Principal amount	$ 1,500,000
Exercisable share (in Shares)	1
Number warrants per share (in Dollars per share)						$ 1.5
Warrants outstanding balance						$ 550,000
Paying fees						99,677
Promissory Note - Related Party [Member]
Related Party Transactions (Details) [Line Items]
Sponsor repaid						$ 127,175
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid					$ 25,000
Common stock, par value (in Dollars per share)					$ 0.003
Founder shares granted description				the Sponsor transferred 265,000 Founder Shares to 15 of the Company’s directors and advisors in recognition of and compensation for their future services to the Company. The assignment of the Founders Shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 265,000 Founder Shares granted to the Company’s directors and advisors was $1,648,300 or $6.22 per share.
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Consideration received (in Shares)						5,933,333
Working capital loans						$ 550,000	$ 0
IPO [Member]
Related Party Transactions (Details) [Line Items]
Consideration received (in Shares)		34,500,000				34,500,000
Administrative support services						$ 10,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001
Consideration received (in Shares)					7,187,500
Stock dividend, per share (in Dollars per share)			$ 0.2
Aggregate shares issued (in Shares)			8,625,000
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Description of stock split						Notwithstanding the foregoing, the founder shares will be released from the lockup 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 company’s initial business combination.
Class A common stock [Member] \| IPO [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)						$ 0.0001

Commitments & Contingencies (De

Commitments & Contingencies (Details)	12 Months Ended
Commitments & Contingencies (Details)	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Underwriters agreement description	On March 5, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	12 Months Ended
Stockholders’ Equity (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares subject to possible redemption	34,500,000
Common stock, shares outstanding
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	8,625,000	8,625,000
Common stock conversion, percentage	20.00%

Warrants (Details)

Warrants (Details)	12 Months Ended
Warrants (Details)	Dec. 31, 2021shares
Warrants [Abstract]
Common Stock per share	11.5
Warrants expire term	5 years
Warrants description	Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ●if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders.
Business combination description	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 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), (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 Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Assets:
Mutual Funds held in Trust Account	$ 345,018,988
Liabilities:
Warrant liabilities	9,089,893
Total fair value	354,108,881
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Mutual Funds held in Trust Account	345,018,988
Liabilities:
Warrant liabilities	5,863,850
Total fair value	350,882,838
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Mutual Funds held in Trust Account
Liabilities:
Warrant liabilities
Total fair value
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Mutual Funds held in Trust Account
Liabilities:
Warrant liabilities	3,226,043
Total fair value	$ 3,226,043

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of level 3 fair value measurements	12 Months Ended
	Dec. 31, 2021$ / shares$ / item
Schedule of level 3 fair value measurements [Abstract]
Stock price (in Dollars per share) \| $ / shares	$ 9.73
Strike price (in Dollars per Item) \| $ / item	11.5
Term (in years)	5 years 10 months 28 days
Volatility	9.50%
Risk-free rate	1.34%
Dividend yield	0.00%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Warrant Liability [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value, beginning
Initial value at IPO date	23,290,337
Transfer of Public Warrants from level 3 to level 1	(15,595,052)
Change in fair value	(4,469,242)
Fair value, Ending	$ 3,226,043

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal net operating loss carryforward	$ 0	$ 181,012
Valuation allowance	$ 0	$ 476,529

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Organizational costs/Start-up costs	$ 438,676	$ 160
Federal net operating loss	38,013
Total deferred tax asset	476,689	160
Valuation allowance	(476,689)	(160)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Federal
Current
Deferred	(160)	(476,529)
State
Current
Deferred
Change in valuation allowance	160	476,529
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of statutory federal income tax rate	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of statutory federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit
Permanent book/tax differences:
Change in fair value of warrants	(26.95%)
Warrant transaction costs	1.64%	0.00%
Change in valuation allowance	4.31%	(21.00%)
Income tax provision