0001564590-22-023957 | 10-K | XBRL Viewer | East Resources Acquisition Co

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2021	Jun. 17, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Registrant Name	East Resources Acquisition Company
Entity Central Index Key	0001814287
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 336,720,000
Entity Shell Company	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-39403
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1210472
Entity Address, Address Line One	7777 NW Beacon Square Boulevard
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	826-3620
Document Annual Report	true
Document Transition Report	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, New York USA
Class A common stock
Document Information [Line Items]
Entity Common Stock Shares Outstanding		34,500,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ERES
Security Exchange Name	NASDAQ
Class A common stock \| One-Half of One Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one warrant
Trading Symbol	ERESU
Security Exchange Name	NASDAQ
Class A common stock \| Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ERESW
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock Shares Outstanding		8,625,000

BALANCE SHEET - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 853,130	$ 589,685
Prepaid expenses	91,625	234,750
Total Current Assets	944,755	824,435
Cash and securities held in Trust Account	345,048,888	345,026,104
Total Assets	345,993,643	345,850,539
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities – Accrued expenses	144,254	141,315
Current liabilities - Note payable to related party	1,500,000
Deferred underwriting fee payable	12,075,000	12,075,000
Forward purchase agreement liability	1,600,000	2,900,000
Warrant liability	13,911,800	29,811,000
Total Liabilities	29,231,054	44,927,315
Commitments
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,137	24,137
Accumulated deficit	(28,262,411)	(44,101,776)
Total Stockholders’ Deficit	(28,237,411)	(44,076,776)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	345,993,643	345,850,539
Class A common stock
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Redemption value	345,000,000	345,000,000
Class B common stock
Stockholders’ Deficit
Common stock value	$ 863	$ 863

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Redemption stock	34,500,000	34,500,000
Redemption price per share	$ 10.00	$ 10.00
Class B common stock
Common stock, par value	$ 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 - USD ($)	7 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Formation and operating costs	$ 476,742	$ 1,382,681
Loss from operations	(476,742)	(1,382,681)
Other income (expense):
Change in fair value of warrant liability	(7,583,500)	15,899,200
Change in fair value of forward purchase agreement liability	(1,900,000)	1,300,000
Transaction costs allocable to warrants	(861,354)
Interest earned - bank	33	62
Interest earned on marketable securities held in Trust Account	26,104	22,784
Other income (expense), net	(10,318,717)	17,222,046
Net Income (Loss)	$ (10,795,459)	$ 15,839,365
Class A Common to Possible Redemption
Other income (expense):
Basic and diluted weighted average shares outstanding	23,704,036	34,500,000
Basic and diluted net income (loss) per share	$ (0.35)	$ 0.37
Non-redeemable Preferred Stock
Other income (expense):
Basic and diluted weighted average shares outstanding	6,800,449	8,625,000
Basic and diluted net income (loss) per share	$ (0.35)	$ 0.37

STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT - USD ($)	Total	Class B common stock	Additional Paid-in Capital	Accumulated Deficit
Balance at May. 21, 2020
Balance, shares at May. 21, 2020
Issuance of Class B common stock to Sponsors	25,000	$ 863	24,137
Issuance of Class B common stock to Sponsors, shares		8,625,000
Excess of cash received over fair value of Private Placement Warrants	1,335,000		1,335,000
Remeasurement of Class A common stock to redemption amount	(34,641,317)		(1,335,000)	(33,306,317)
Net income (loss)	(10,795,459)			(10,795,459)
Balance at Dec. 31, 2020	(44,076,776)	$ 863	24,137	(44,101,776)
Balance, shares at Dec. 31, 2020		8,625,000
Net income (loss)	15,839,365			15,839,365
Balance at Dec. 31, 2021	$ (28,237,411)	$ 863	$ 24,137	$ (28,262,411)
Balance, shares at Dec. 31, 2021		8,625,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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STATEMENT OF CASH FLOWS - USD ($)	7 Months Ended	12 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (10,795,459)	$ 15,839,365
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of prepaid insurance		236,417
Change in fair value of warrant liability	7,583,500	(15,899,200)
Change in fair value of forward purchase agreement liability	1,900,000	(1,300,000)
Transaction costs allocable to warrants	861,354
Interest earned on marketable securities held in Trust Account	(26,104)	(22,784)
Changes in operating assets and liabilities:
Prepaid insurance	(234,750)	(93,292)
Accrued expenses	141,315	2,939
Net cash used in operating activities	(570,144)	(1,236,555)
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 issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	338,100,000
Proceeds from sale of Private Placement Warrants	8,900,000
Advances from related party	265,763
Repayment of advances from related party	(265,763)
Proceeds from promissory note—related party	97,126
Repayment of promissory note—related party	(97,126)
Proceeds from working capital loans—related party		1,500,000
Payment of offering costs	(865,171)
Net cash provided by financing activities	346,159,829	1,500,000
Net Change in Cash	589,685	263,445
Cash — Beginning		589,685
Cash — Ending	589,685	$ 853,130
Non-cash investing and financing activities:
Remeasurement of Class A common stock subject to possible redemption to redemption value	34,641,317
Deferred underwriting fee payable	12,075,000
Class A common stock
Non-cash investing and financing activities:
Remeasurement of Class A common stock subject to possible redemption to redemption value	$ (34,641,317)

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

East Resources Acquisition Company (the “Company”) is a newly organized blank check company incorporated in Delaware on May 22, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the energy industry in North America. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2021, the Company had not commenced any operations. All activity for the year ended December 31, 2021 relates to the Company's formation, its initial public offering ("Initial Public Offering"), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on July 22, 2020. On July 27, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to East Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4.

On August 25, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 4,500,000 Units issued for total gross proceeds of $45,000,000. In connection with the underwriters’ exercise of their over-allotment option in full, the Company also consummated the sale of an additional 900,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $900,000. A total of $45,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $345,000,000.

Transaction costs amounted to $19,840,171, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $865,171 of other offering costs.

Following the closing of the Initial Public Offering on July 27, 2020 and the exercise of the over-allotment option on August 25, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until July 27, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern Considerations

As of December 31, 2021, the Company had $853,130 in cash and a working capital deficiency of $699,499.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. 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 a potential transaction, and reducing overhead expenses. In addition, the company may have to liquidate if the business combination is not completed within one year.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all or that it will complete a business combination before July 27, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 22, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements 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 promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

The Company's portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company's investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company's investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

At December 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

At December 31, 2021 and December 31, 2020, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:

Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(14,662,500	)
Proceeds allocated to FPA liability		(1,000,000	)
Class A common stock issuance costs		(18,978,817	)
Plus:
Remeasurement of carrying value to redemption value		34,641,317
Class A common stock subject to possible redemption	$	345,000,000

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants and the forward contract for additional warrants are derivatives. As the financial instruments meet the definition of a derivative the warrants and the forward contract for additional warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

The Company complies with accounting and disclosure of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding common stock shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 26,150,000 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations include a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income on earnings, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding over the period. Net loss is allocated evenly on a pro rata basis between Class A and Class B based on weighted average number of shares of common stock outstanding over the period.

Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the Year Ended December 31, 2021		For the Period from May 22, 2020 (inception) through December 31, 2020
Net earnings (loss)	$	15,839,365	$	(10,795,459	)
Net earnings attributable to shareholders	$	15,839,365	$	(10,795,459	)
Redeemable Class A Common Stock
Numerator: Earnings (loss) allocable to Redeemable Class A Common Stock	$	12,671,492	$	(8,388,798	)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		23,704,036
Basic and diluted net earnings per share, Redeemable Class A	$	0.37	$	(0.35	)
Non-Redeemable Class A and Class B Common Stock
Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock	$	3,167,873	$	(2,406,661	)
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B		8,625,000		6,800,449
Basic and diluted net loss per share, Non-Redeemable Class A and Class B	$	0.37	$	(0.35	)

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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 for public business entities that meet the definition of a Securities SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company plans to adopt the standard on January 1, 2024 and is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On June 1, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. The Founder Shares included up to an aggregate of 1,125,000 shares subject to forfeiture to the extent that the over-allotment option was not exercised in full or in part by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In July 2020, sponsor transferred 10,000 founder shares to Thomas W. Corbett, Jr., one of our independent director nominees. As a result of the underwriters’ election to fully exercise their over-allotment option on August 25, 2020, 1,125,000 Founder Shares are no longer subject to forfeiture.

The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial stockholders, and officers and directors. Those lock-up provisions provide that such securities are not transferable or salable until the earlier to occur of: (1) one year after the completion of the initial Business Combination, or (2) subsequent to the initial business combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their Public Shares for cash, securities or other property. Notwithstanding the foregoing, the Sponsor has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Further, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, all of the Founder Shares will be released from the lock-up. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.

As noted above, prior to the closing of the IPO, our Sponsor transferred 10,000 Founder Shares to our independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 10,000 shares granted to our independent directors was $61,173 or $6.12 per share. Compensation expense related to the Founder Shares is recognized only when the performance condition (i.e. the remediation of the lock-up provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. As of December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. 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, taking into account

that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized.

Administrative Support Agreement

The Company entered into an agreement, commencing on July 24, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay two affiliates of the Sponsor $10,000 each, per month, for office space and administrative support services. For the year ended December 31, 2021, the Company incurred and paid $240,000. For the period from May 22, 2020 (inception) through December 31, 2020, the Company incurred and paid $105,161 in fees for these services.

Advances from Related Party

Affiliates of the Company and of the Sponsor advanced the Company an aggregate of $265,763 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances of $265,763 were repaid at the closing of the Initial Public Offering on July 27, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans” or “Note”). In August 2021, the Sponsor committed to provide the Company up to an aggregate of $1,500,000 in loans for working capital purposes. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.50. The conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the warrant fair value as of December 31, 2021, and when the Note was drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option.

The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of December 31, 2021, there was a balance of $1,500,000 under this loan.

Sponsor Loans

On February 15, 2021, the Sponsor committed to provide the Company up to an aggregate of $500,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. If the Company does not consummate a business combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As of December 31, 2021, the outstanding balance of the loan is $0. On June 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). The Note was non-interest bearing and payable on the earlier of August 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Note of $97,126 was repaid at the closing of the Initial Public Offering on July 27, 2020. Affiliates of the Company and of the Sponsor advanced the Company an aggregate of $265,763 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances of $265,763 were repaid at the closing of the Initial Public Offering on July 27, 2020.

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021 and December 31, 2020, there was 0 shares of Class A common stock issued and outstanding, excluding 34,500,000 shares of Class A common stock subject to possible redemption.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2021 and December 31, 2020, there was 8,625,000 shares of Class B common stock issued and outstanding.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.

The Class B common stock are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of a Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete a Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within the Combination Period, (iii) the Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and (iv) are subject to registration rights. If the Company submits a Business Combination to the public stockholders for a vote, the Sponsor has agreed to vote any Class B common stock held by it and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

With certain limited exceptions, the shares of Class B common stock are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Warrant Liability

12 Months Ended

Dec. 31, 2021

Warrants And Rights Note Disclosure [Abstract]

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants for Cash—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants 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; and

•

if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

Redemption of Warrants for Shares of Class A Common Stock—Once the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock:

•

in whole and not in part;

•

at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 9. INCOME TAX

The Company’s net deferred tax assets are as follows:

Description	December 31, 2021			December 31, 2020
Deferred tax assets
Net operating loss carryforward	$	57,440		$	20,227
Startup and organizational expenses		322,752			74,400
Total deferred tax assets		380,192			94,627
Valuation Allowance		(380,192	)		(94,627	)
Deferred tax assets, net of allowance	$	—		$	—

The income tax provision consists of the following:

Description	December 31, 2021			For the Period from May 22, 2020 (Inception) Through December 31, 2020
Federal
Current	$	—		$	—
Deferred		(380,192	)		(94,627	)
State and Local
Current		—			—
Deferred		—			—
Change in valuation allowance		380,192			94,627
Income tax provision	$	—		$	—

As of December 31, 2021 and December 31, 2020, the Company had $273,522, and $96,318 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income, respectively.

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, the change in the valuation allowance was $285,565. For the period from May 22, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $94,627.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

Description	December 31, 2021				December 31, 2020
Statutory federal income tax rate		21.0		%		21.0		%
State taxes, net of federal tax benefit		-		%		-		%
Change in fair value of warrants		(21.1	)	%		(14.8	)	%
Change in fair value of forward purchase agreement liability		(1.7	)	%		(3.7	)	%
Transaction costs allocable to warrants		-		%		(1.7	)	%
Valuation allowance		1.8		%		(0.8	)	%
Income tax provision		(0.0	)	%		(0.0	)	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2021		Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1		345,048,888	1	$	345,026,104

Liabilities:
Warrant Liability – Public Warrants	1		9,177,000	1	$	19,665,000
Warrant Liability – Private Placement Warrants	2		4,734,800	3	$	10,146,000
Forward Purchase Agreement Liability	3		1,600,000	3	$	2,900,000

The Public Warrants and Private Placement Warrants (collectively, the “Warrants”) and forward purchase agreement were accounted for as liabilities in accordance with ASC 815-40 and are presented separately in the condensed balance sheets. The warrant liabilities and forward purchase agreement liability are measured at fair value at inception and on a recurring basis, with changes in fair value presented separately in the condensed statements of operations.

Transfers to/from Levels 1, 2, and 3 are recognized at the ending of the reporting period. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of September 30, 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As of December 31, 2021, total of $4.7 million warrant liabilities related to private placement warrants had been transferred from Level 3 to Level 2. Besides what had been disclosed above, there were no other transfers to/from Levels 1,2, and 3 during the three and nine months ended December 31, 2021. As of December 31, 2020, total of $19.7 million warrant liabilities related to public warrants had been transferred from Level 3 to Level 1 because the Public Warrants started separately trading on NASDAQ on September 14, 2020.

The following table presents the roll forward for the Level 3 Derivative liabilities as of December 31, 2021:

Level 3 Derivative liabilities at May 22, 2020 (inception)	$	-
Initial measurement at July 27, 2020 (including overallotment)		22,227,500
Change in fair value of public and private warrants		7,583,500
Initial measurement at July 27, 2020 of forward purchase agreement		1,000,000
Change in fair value of forward purchase agreement		1,900,000
Transfer from Level 3 to Level 1 derivative - Public warrants		(19,665,000	)
Level 3 Derivative liabilities at December 31, 2020	$	13,046,000
Change in fair value of private warrants		(5,411,200	)
Change in fair value of forward purchase agreement		(1,300,000	)
Transfer from Level 3 to Level 2 derivative - Private warrants		(4,734,800	)
Level 3 Derivative liabilities at September 30, 2021	$	1,600,000

The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement at IPO date and as of December 31, 2020 for public warrants. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units on September 14, 2020, were classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The Private Warrants are considered to be a Level 2 fair value measurement and are valued the same as the Public Warrants even though they are not traded on the market. The Private Warrants were considered a Level 3 fair value measurement prior to Q3, 2021 using a binomial lattice model. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant

pricing on comparable ‘blank-check’ companies without an identified target.

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of May 22, 2020 (inception)	$	-		$	-		$	-
Initial measurement on July 27, 2020 (including overallotment)	$	7,565,000		$	14,662,500		$	22,227,500
Change in valuation inputs or other assumptions	$	2,581,000		$	5,002,500		$	7,583,500
Fair value as December 31, 2020	$	10,146,000		$	19,665,000		$	29,811,000
Change in valuation inputs or other assumptions	$	(5,411,200	)	$	(10,488,000	)	$	(15,899,200	)
Fair value as of December 31, 2021	$	4,734,800		$	9,177,000		$	13,911,800

The forward purchase agreement was valued using the publicly traded price of the Company’s Units, based upon the fact that the Forward Purchase Units are equivalent to the Company’s publicly traded Units, and the publicly traded price of the Units considered (i) the market’s expectation of an initial Business Combination and (ii) the Company’s redemption of the common stock within the Units at $10.00 per shares if an initial Business Combination does not occur.

The following table presents the quantitative information regarding Level 3 fair value measurements of the forward purchase agreement:

	December 31, 2021			December 31, 2020
Unit price	$	10.31		$	10.15
Term to initial business combination (in years)		0.5			1.0
Risk-free rate		0.19	%		0.51	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of the forward purchase agreement liability:

Fair value as of May 22, 2020 (inception)	$	-
Initial measurement on July 27, 2020		1,000,000
Change in fair value		1,900,000
Fair value as of December 31, 2020		2,900,000
Change in fair value		(1,300,000	)
Fair value as of December 31, 2021	$	1,600,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

At December 31, 2021 and December 31, 2020, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:

Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(14,662,500	)
Proceeds allocated to FPA liability		(1,000,000	)
Class A common stock issuance costs		(18,978,817	)
Plus:
Remeasurement of carrying value to redemption value		34,641,317
Class A common stock subject to possible redemption	$	345,000,000

Derivative Financial Instruments

Income Taxes

Net Loss per Common Share

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the Year Ended December 31, 2021		For the Period from May 22, 2020 (inception) through December 31, 2020
Net earnings (loss)	$	15,839,365	$	(10,795,459	)
Net earnings attributable to shareholders	$	15,839,365	$	(10,795,459	)
Redeemable Class A Common Stock
Numerator: Earnings (loss) allocable to Redeemable Class A Common Stock	$	12,671,492	$	(8,388,798	)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		23,704,036
Basic and diluted net earnings per share, Redeemable Class A	$	0.37	$	(0.35	)
Non-Redeemable Class A and Class B Common Stock
Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock	$	3,167,873	$	(2,406,661	)
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B		8,625,000		6,800,449
Basic and diluted net loss per share, Non-Redeemable Class A and Class B	$	0.37	$	(0.35	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Recent Accounting Standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Reconciled of Class A Common Stock

At December 31, 2021 and December 31, 2020, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:

Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(14,662,500	)
Proceeds allocated to FPA liability		(1,000,000	)
Class A common stock issuance costs		(18,978,817	)
Plus:
Remeasurement of carrying value to redemption value		34,641,317
Class A common stock subject to possible redemption	$	345,000,000

Calculation of Basic and Diluted Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the Year Ended December 31, 2021		For the Period from May 22, 2020 (inception) through December 31, 2020
Net earnings (loss)	$	15,839,365	$	(10,795,459	)
Net earnings attributable to shareholders	$	15,839,365	$	(10,795,459	)
Redeemable Class A Common Stock
Numerator: Earnings (loss) allocable to Redeemable Class A Common Stock	$	12,671,492	$	(8,388,798	)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		23,704,036
Basic and diluted net earnings per share, Redeemable Class A	$	0.37	$	(0.35	)
Non-Redeemable Class A and Class B Common Stock
Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock	$	3,167,873	$	(2,406,661	)
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B		8,625,000		6,800,449
Basic and diluted net loss per share, Non-Redeemable Class A and Class B	$	0.37	$	(0.35	)

Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Net Deferred Tax Assets

The Company’s net deferred tax assets are as follows:

Description	December 31, 2021			December 31, 2020
Deferred tax assets
Net operating loss carryforward	$	57,440		$	20,227
Startup and organizational expenses		322,752			74,400
Total deferred tax assets		380,192			94,627
Valuation Allowance		(380,192	)		(94,627	)
Deferred tax assets, net of allowance	$	—		$	—

Summary of Income Tax Provision

The income tax provision consists of the following:

Description	December 31, 2021			For the Period from May 22, 2020 (Inception) Through December 31, 2020
Federal
Current	$	—		$	—
Deferred		(380,192	)		(94,627	)
State and Local
Current		—			—
Deferred		—			—
Change in valuation allowance		380,192			94,627
Income tax provision	$	—		$	—

Reconciliation of Federal Income Tax Rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

Description	December 31, 2021				December 31, 2020
Statutory federal income tax rate		21.0		%		21.0		%
State taxes, net of federal tax benefit		-		%		-		%
Change in fair value of warrants		(21.1	)	%		(14.8	)	%
Change in fair value of forward purchase agreement liability		(1.7	)	%		(3.7	)	%
Transaction costs allocable to warrants		-		%		(1.7	)	%
Valuation allowance		1.8		%		(0.8	)	%
Income tax provision		(0.0	)	%		(0.0	)	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Information about Assets and Liabilities that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized

Description	Level	December 31, 2021		Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1		345,048,888	1	$	345,026,104

Liabilities:
Warrant Liability – Public Warrants	1		9,177,000	1	$	19,665,000
Warrant Liability – Private Placement Warrants	2		4,734,800	3	$	10,146,000
Forward Purchase Agreement Liability	3		1,600,000	3	$	2,900,000

Schedule of Reconciliation of Level 3 Derivative Liabilities

The following table presents the roll forward for the Level 3 Derivative liabilities as of December 31, 2021:

Level 3 Derivative liabilities at May 22, 2020 (inception)	$	-
Initial measurement at July 27, 2020 (including overallotment)		22,227,500
Change in fair value of public and private warrants		7,583,500
Initial measurement at July 27, 2020 of forward purchase agreement		1,000,000
Change in fair value of forward purchase agreement		1,900,000
Transfer from Level 3 to Level 1 derivative - Public warrants		(19,665,000	)
Level 3 Derivative liabilities at December 31, 2020	$	13,046,000
Change in fair value of private warrants		(5,411,200	)
Change in fair value of forward purchase agreement		(1,300,000	)
Transfer from Level 3 to Level 2 derivative - Private warrants		(4,734,800	)
Level 3 Derivative liabilities at September 30, 2021	$	1,600,000

Summary of Changes in Fair Value of Warrant Liabilities and Forward Purchase Agreement Liability

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of May 22, 2020 (inception)	$	-		$	-		$	-
Initial measurement on July 27, 2020 (including overallotment)	$	7,565,000		$	14,662,500		$	22,227,500
Change in valuation inputs or other assumptions	$	2,581,000		$	5,002,500		$	7,583,500
Fair value as December 31, 2020	$	10,146,000		$	19,665,000		$	29,811,000
Change in valuation inputs or other assumptions	$	(5,411,200	)	$	(10,488,000	)	$	(15,899,200	)
Fair value as of December 31, 2021	$	4,734,800		$	9,177,000		$	13,911,800

The following table presents the changes in the fair value of the forward purchase agreement liability:

Fair value as of May 22, 2020 (inception)	$	-
Initial measurement on July 27, 2020		1,000,000
Change in fair value		1,900,000
Fair value as of December 31, 2020		2,900,000
Change in fair value		(1,300,000	)
Fair value as of December 31, 2021	$	1,600,000

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements of Forward Purchase Agreement

The following table presents the quantitative information regarding Level 3 fair value measurements of the forward purchase agreement:

	December 31, 2021			December 31, 2020
Unit price	$	10.31		$	10.15
Term to initial business combination (in years)		0.5			1.0
Risk-free rate		0.19	%		0.51	%
Dividend yield		0.0	%		0.0	%

Description of Organization and Business Operations - Additional Information (Details) - USD ($)			7 Months Ended	12 Months Ended
	Aug. 25, 2020	Jul. 27, 2020	Dec. 31, 2020	Dec. 31, 2021	Jun. 01, 2020
Description Of Organization And Business Operations [Line Items]
Sale of stock, transaction date	Aug. 25, 2020
Sale of stock, price per share	$ 10.00			$ 18.00
Sale of warrants, exercise price per share				$ 0.01
Proceeds from issuance of Class B common stock to Sponsor			$ 25,000
Total cash deposited into the Trust Account	$ 45,000,000
Aggregate proceeds held in the Trust Account	345,000,000
Transaction costs	19,840,171
Underwriting fees	6,900,000
Deferred underwriting fees	12,075,000
Other offering costs	$ 865,171
Business combination terms and description				The Company will have until July 27, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Percentage of redemption of company's outstanding public shares				100.00%
Cash			$ 589,685	$ 853,130
Working capital deficiency				(699,499)
Maximum
Description Of Organization And Business Operations [Line Items]
Open-ended investment holding maturity period	185 days
Interest to pay for dissolution expenses				$ 100,000
Minimum
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share					$ 12.00
Percentage of initial business combination fair market value of net assets held in trust account				80.00%
Percentage of ownership required to complete business combination				50.00%
Net tangible assets required for business combination				$ 5,000,001
Class A common stock
Description Of Organization And Business Operations [Line Items]
Sale of warrants, exercise price per share	$ 11.50
Transaction costs				$ 18,978,817
Class A common stock \| Minimum
Description Of Organization And Business Operations [Line Items]
Sale of stock, price per share				$ 10.00
Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	34,500,000
Initial Public Offering \| Class A common stock
Description Of Organization And Business Operations [Line Items]
Sale of stock, transaction date		Jul. 27, 2020
Sale of units, net of underwriting discounts, offering costs and public warranty		30,000,000
Sale of stock, price per share	$ 10.00	$ 10.00
Gross proceeds from issuance stock		$ 300,000,000
Private Placement Warrants
Description Of Organization And Business Operations [Line Items]
Sale of warrants	900,000	8,000,000
Sale of warrants, exercise price per share	$ 1.00	$ 1.00
Gross proceeds from sale of warrants	$ 900,000	$ 8,000,000
Over-Allotment Option
Description Of Organization And Business Operations [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	4,500,000
Proceeds from issuance of Class B common stock to Sponsor	$ 45,000,000
Initial Public Offering and Private Placement Warrants
Description Of Organization And Business Operations [Line Items]
Aggregate proceeds held in the Trust Account	$ 345,000,000

Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Earnings Per Share Basic [Line Items]
Net earnings (loss)	$ (10,795,459)	$ 15,839,365
Net earnings attributable to shareholders	(10,795,459)	15,839,365
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock	$ (2,406,661)	$ 3,167,873
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B	6,800,449	8,625,000
Basic and diluted net loss per share, Non-Redeemable Class A and Class B	$ (0.35)	$ 0.37
Redeemable Class A Common Stock
Earnings Per Share Basic [Line Items]
Net earnings attributable to shareholders	$ (8,388,798)	$ 12,671,492
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding	23,704,036	34,500,000
Basic and diluted net income (loss) per share	$ (0.35)	$ 0.37

Related Party Transactions - Additional Information (Details)						1 Months Ended	7 Months Ended	12 Months Ended
	Aug. 31, 2020 USD ($)	Aug. 25, 2020 $ / shares shares	Jul. 27, 2020 USD ($)	Jul. 24, 2020 USD ($) Affiliate	Jun. 01, 2020 USD ($) $ / shares shares	Aug. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Feb. 15, 2021 USD ($)	Jul. 31, 2020 shares	Jun. 24, 2020 USD ($)
Related Party Transaction [Line Items]
Sponsor purchased aggregate price							$ 25,000
Sale of stock, price per share \| $ / shares		$ 10.00						$ 18.00
Minimum commencement period					150 days
Share-based compensation								$ 0
Number of affiliates \| Affiliate				2
Fees paid under office space and administrative support services							$ 105,161	240,000
Advances outstanding											$ 265,763
Repayments of advances from related party			$ 265,763
Proceeds from working capital loans related party								$ 1,500,000
Working capital loans conversion, description								The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option.
Warrant conversion price \| $ / shares								$ 1.50
Loans from sponsor for working capital purposes								$ 0
Sponsor agreed to loan											$ 300,000
Repayment of affiliates and sponsor	$ 97,126		265,763
Sponsor advanced			$ 265,763
Affiliate One
Related Party Transaction [Line Items]
Monthly amount paid to affiliates of sponsor for office space and administrative support services				$ 10,000
Affiliate Two
Related Party Transaction [Line Items]
Monthly amount paid to affiliates of sponsor for office space and administrative support services				$ 10,000
Thomas W. Corbett, Jr
Related Party Transaction [Line Items]
Founder shares \| shares										10,000
Fair value of shares granted, shares \| shares					10,000
Fair value of shares granted, value					$ 61,173
Fair value of shares granted per share \| $ / shares					$ 6.12
Minimum
Related Party Transaction [Line Items]
Sale of stock, price per share \| $ / shares					$ 12.00
Maximum
Related Party Transaction [Line Items]
Loans from related party for working capital						$ 1,500,000
Loans from sponsor for working capital purposes									$ 500,000
Class B common stock
Related Party Transaction [Line Items]
Sponsor purchased shares \| shares					8,625,000
Shares issued, price per share \| $ / shares					$ 0.0001
Sponsor purchased aggregate price					$ 25,000
Founders share subject to forfeiture \| shares					1,125,000
Percentage of issued and outstanding					20.00%
Shares exercises in period \| shares		1,125,000
Class A common stock
Related Party Transaction [Line Items]
Stockholders' equity stock split, conversion ratio					1
Class A common stock \| Minimum
Related Party Transaction [Line Items]
Sale of stock, price per share \| $ / shares								$ 10.00

Stockholders' Equity - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock voting rights	one vote
Class A common stock
Class Of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common stock subject to possible redemption	34,500,000	34,500,000
Common stock last sale price per share equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations	$ 12.00
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations for any trading days	20 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations with in trading day period	30 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations minimum commencing period after business combination	150 days
Class B common stock
Class Of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares, issued	8,625,000	8,625,000
Common stock, shares, outstanding	8,625,000	8,625,000
Common stock, conversion basis	one-for-one
Common stock transferable assignable or salable period after completion of business combination	1 year

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	0
Amounts accrued for interest and penalties	0
Federal Depository Insurance Coverage amount	$ 250,000
Warrants \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Antidilutive securities excluded calculation of diluted loss per share	26,150,000
Maximum
Summary Of Significant Accounting Policies [Line Items]
Marketable securities investments held in trust account maturity period	185 days

Commitments - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jul. 02, 2020
Forward Purchase Agreement
Loss Contingencies [Line Items]
Maximum number of forward purchase units to be purchased by affiliate		5,000,000
Number of shares issued consists per units purchased under agreement		1
Number of warrants issued consist per units purchased under agreement		0.5
Forward Purchase Agreement \| Class A common stock
Loss Contingencies [Line Items]
Forward purchase warrants per share		$ 10.00
Maximum amount of forward purchase warrants in private placement		$ 50,000,000
Each warrant exercisable		1
Underwriting Agreement
Loss Contingencies [Line Items]
Payments to underwriters as underwriting discount	$ 6,900,000
Underwriters entitled for deferred fee	$ 12,075,000
Underwriters entitled for deferred fee per unit	$ 0.35

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Redemption price per share	$ 10.00	$ 10.00
Levels 1,2, and 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfer from investments	$ 0	$ 0
Transfer to investments	0	0
Warrant Liability - Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities transferred from Level 3 to Level 2	$ 4,700,000	$ 4,700,000
Warrant Liability - Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities transferred from Level 3 to Level 1			$ 19,700,000

Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Assumptions (Details) - Forward Purchase Agreement - Level 3	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Unit Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Forward purchase agreement, measurement input	10.31	10.15
Term to Initial Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Forward purchase agreement, term	6 months	1 year
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Forward purchase agreement, measurement input	0.19	0.51
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Forward purchase agreement, measurement input	0.0	0.0

Public Offering - Additional Information (Details) - $ / shares	Aug. 25, 2020	Jul. 27, 2020	Dec. 31, 2021
Subsidiary Sale Of Stock [Line Items]
Sale of stock, price per share	$ 10.00		$ 18.00
Sale of warrants, exercise price per share			$ 0.01
Sale of stock, transaction date	Aug. 25, 2020
Class A common stock
Subsidiary Sale Of Stock [Line Items]
Number of share holding in each class of warrant	1
Sale of warrants, exercise price per share	$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	34,500,000
Initial Public Offering \| Class A common stock
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty		30,000,000
Sale of stock, price per share	$ 10.00	$ 10.00
Sale of stock, transaction date		Jul. 27, 2020
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	4,500,000

Income Tax - Schedule of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforward	$ 57,440	$ 20,227
Startup and organizational expenses	322,752	74,400
Total deferred tax assets	380,192	94,627
Valuation Allowance	$ (380,192)	$ (94,627)

Income Tax - Additional Information (Details) - USD ($)	7 Months Ended	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Income Tax [Line Items]
Net operating loss carryovers, assets	$ 20,227	$ 57,440
Change in valuation allowance	94,627	285,565
Federal
Income Tax [Line Items]
Net operating loss carryovers, assets	$ 96,318	$ 273,522

Fair Value Measurements - Schedule of Information about Assets and Liabilities that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized (Details) - Fair Value Measurements, Recurring - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Level 1 \| Warrant Liability - Public Warrants
Liabilities:
Liabilities	$ 9,177,000	$ 19,665,000
Level 1 \| Marketable Securities Held In Trust Account
Assets:
Marketable securities held in Trust Account	345,048,888	345,026,104
Level 2 \| Warrant Liability - Private Placement Warrants
Liabilities:
Liabilities	4,734,800
Level 3 \| Warrant Liability - Private Placement Warrants
Liabilities:
Liabilities		10,146,000
Level 3 \| Forward Purchase Agreement
Liabilities:
Liabilities	$ 1,600,000	$ 2,900,000

Fair Value Measurements - Summary of Changes in Fair Value of Warrant Liabilities and Forward Purchase Agreement Liability (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Private Placement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance		$ 10,146,000
Initial measurement at July 27, 2020 (including overallotment)	$ 7,565,000
Change in valuation inputs or other assumptions	2,581,000	(5,411,200)
Ending balance	10,146,000	4,734,800
Public
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance		19,665,000
Initial measurement at July 27, 2020 (including overallotment)	14,662,500
Change in valuation inputs or other assumptions	5,002,500	(10,488,000)
Ending balance	19,665,000	9,177,000
Warrant Liability
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance		29,811,000
Initial measurement at July 27, 2020 (including overallotment)	22,227,500
Change in valuation inputs or other assumptions	7,583,500	(15,899,200)
Ending balance	29,811,000	13,911,800
Forward Purchase Agreement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance		2,900,000
Initial measurement at July 27, 2020 (including overallotment)	1,000,000
Change in fair value	1,900,000	(1,300,000)
Ending balance	$ 2,900,000	$ 1,600,000