10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                 

USHG Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40109	85-4281417
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
853 Broadway, 17th Floor New York, New York		10010
(Address of Principal Executive Offices)		(Zip Code)

(212) 228-3585

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	HUGSU	New York Stock Exchange
Class A common stock, par value $0.0001 per share	HUGS	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HUGSW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☒    No  ☐

As of November 12, 2021, 28,750,000 Class A common stock, par value $0.0001 per share, and 6,934,500 Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

USHG ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION			2
Item 1.	Financial Statements		2
	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31,2020		2
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021		3
	Unaudited Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021		4
	Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021		5
	Notes to Unaudited Condensed Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.	Controls and Procedures		20
PART II. OTHER INFORMATION			21
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		22
SIGNATURES

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

USHG Acquisition Corp.

Condensed Balance Sheets

	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Cash	$	631,308		$	24,120
Deferred offering costs associated with proposed public offering		—			255,000
Prepaid expenses		469,504			—
Total current assets		1,100,812			279,120
Marketable securities held in trust account		287,510,052			—
Other assets		187,387			—
Total assets	$	288,798,251		$	279,120
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	19,650		$	—
Franchise tax payable		150,000			—
Accrued offering and formation costs		23,995			265,000
Total current liabilities		193,645			265,000
Warrant liabilities		9,339,814			—
Deferred underwriting compensation		15,812,500			—
Deferred legal fees		613,708			—
Total liabilities		25,959,667			265,000
Commitments and Contingencies
Common stock subject to possible redemption, 28,750,000 shares at $10.00 redemption value		287,500,000			—
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 and no shares subject to possible redemption), as of September 30, 2021 and December 31, 2020, respectively		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,934,500 shares issued and outstanding		693			693
Additional paid-in capital		—			23,427
Retained earnings (accumulated deficit)		(24,662,109	)		(10,000	)
Total stockholders’ (deficit) equity		(24,661,416	)		14,120
Total Liabilities and Stockholders’ (Deficit) Equity	$	288,798,251		$	279,120

The accompanying notes are an integral part of these condensed financial statements.

2

USHG Acquisition Corp.

Condensed Statements of Operations

Three and Nine Months Ended September 30, 2021

(Unaudited)

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Formation and operating costs	$	238,414		$	549,959
Franchise tax expense		50,000			150,000
Loss from operations		(288,414	)		(699,959	)
Other Income (Expense):
Change in fair value of warrant liabilities		1,927,152			5,642,686
Offering costs allocated to derivative warrant liabilities		—			(757,984	)
Interest on marketable securities		4,342			10,052
Net Income	$	1,643,080		$	4,194,795
Weighted average shares outstanding of Class A common stock, basic and diluted		28,750,000			22,536,630
Basic and diluted net income per share of Class A common stock	$	0.05		$	0.14
Weighted average shares outstanding of Class B common stock, basic and diluted		6,934,500			6,934,500
Basic and diluted net income per share of Class B common stock	$	0.05		$	0.14

The accompanying notes are an integral part of these condensed financial statements.

3

USHG Acquisition Corp.

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

Three and Nine months ended September 30, 2021

(Unaudited)

	Common Stock				Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Class B
	Shares		Amount
Balance as of January 1, 2021		6,934,500	$	693	$	23,427		$	(10,000	)	$	14,120
Excess cash received over fair value of Private Placement Warrants		—		—		146,667			—			146,667
Accretion of Class A Common Stock to redemption value		—		—		(170,094	)		(28,804,744	)		(28,974,838	)
Net income		—		—		—			3,766,309			3,766,309
Balance as of March 31, 2021 (as restated)		6,934,500	$	693	$	—		$	(25,048,435	)	$	(25,047,742	)
Accretion of Class A Common Stock to redemption value for additional offering costs incurred in the period		—		—		—			(42,160	)		(42,160	)
Net loss		—		—		—			(1,214,594	)		(1,214,594	)
Balance as of June 30, 2021 (as restated)		6,934,500	$	693	$	—		$	(26,305,189	)	$	(26,304,496	)
Net income		—		—		—			1,643,080			1,643,080
Balance as of September 30, 2021		6,934,500	$	693	$	—		$	(24,662,109	)	$	(24,661,416	)

The accompanying notes are an integral part of these condensed financial statements.

4

USHG Acquisition Corp.

Condensed Statement of Cash Flows

Nine Months Ended September 30, 2021

(Unaudited)

	For the Nine Months ended September 30, 2021
Cash Flows from Operating Activities
Net income	$	4,194,795
Adjustments to reconcile net income to net cash used in operating activities
Change in fair value of warrant liabilities		(5,642,686	)
Offering costs allocated to derivative warrant liabilities		757,984
Interest earned on marketable securities in Trust Account		(10,052	)
Changes in operating assets and liabilities
Prepaid expenses		(469,504	)
Other assets		(187,387	)
Accounts payable		19,650
Franchise tax payable		150,000
Accrued expenses		13,995
Net cash used by operating activities		(1,173,205	)
Cash Flows from Investing Activities
Cash deposited in Trust Account		(287,500,000	)
Net cash used in investing activities		(287,500,000	)
Cash Flows from Financing Activities
Proceeds from issuance of Class A common stock and warrants		289,500,000
Proceeds from note payable and advances from related party		336,017
Repayment of note payable and advances from related party		(336,017	)
Payment of offering costs		(219,607	)
Net cash provided by financing activities		289,280,393
Net increase in cash		607,188
Cash—beginning of period		24,120
Cash—end of period	$	631,308
Supplemental disclosure of noncash investing and financing activities:
Deferred legal fees	$	613,708
Deferred underwriting compensation	$	15,812,500
Deferred offering costs included in accrued expenses	$	255,000

The accompanying notes are an integral part of these condensed financial statements.

5

USHG ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2021

(Unaudited)

Note 1—Description of Organization and Business Operations

USHG Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on December 4, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”).

As of September 30, 2021, the Company had not yet commenced operations. All activity through September 30, 2021 relates to the Company’s formation and its Initial Public Offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end.

On March 1, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 1,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to USHG Investments, LLC (the “Sponsor”), generating gross proceeds to the Company of $2,000,000, which is described in Note 4.

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon completion of the Initial Public Offering and during the current quarter ended September 30, 2021.

Following the closing of the Initial Public Offering on March 1, 2021, an amount of $287,500,000 ($10 per Unit) of the proceeds from the Initial Public Offering, including $15,812,500 of the underwriters’ deferred discount was placed in a trust account located in the United States at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the Initial Public Offering held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares of the Company properly tendered in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation, which was adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”) (i) to modify the substance or timing of its obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of all of the Public Shares if it is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering are held in the Trust Account with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

6 

The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 7) prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor, executive officers and directors will have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the 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 board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses).

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to

7 

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 in the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 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 the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2—Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering, including the exercise of the underwriters’ overallotment option, it had improperly valued its Class A common stock subject to possible redemption. The Company previously classified as temporary equity the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock, while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering, including the shares purchased in the exercise of the underwriters’ overallotment option, can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the temporary equity should include all Class A common stock subject to possible redemption. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income pro rata between the Class A common stock and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company.

This reclassification adjustment resulted in no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table.

	As of June 30, 2021
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	256,195,500		$	31,304,500		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		313			(313	)		—
Class B common stock - $0.0001 par value		693			—			693
Additional paid-in capital		2,457,282			(2,457,282	)		—
Accumulated deficit		2,541,714			(28,846,903	)		(26,305,189	)
Total Stockholders’ equity (deficit)	$	5,000,002		$	(31,304,498	)	$	(26,304,496	)
	Three Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		28,750,000			—			28,750,000
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	(0.03	)	$	(0.03	)
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	(0.18	)	$	0.15		$	(0.03	)
	Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		28,750,000			(9,371,547	)		19,378,453
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	0.10		$	0.10
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.37		$	(0.27	)	$	0.10

	As of March 31, 2021
	As Previously Reported		Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	257,452,250	$	30,047,750		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		300		(300	)		—
Class B common stock - $0.0001 par value		693		—			693
Additional paid-in capital		1,242,705		(1,242,705	)		—
Accumulated deficit		3,756,309		(28,804,744	)		(25,048,435	)
Total Stockholders’ equity (deficit)	$	5,000,007	$	(30,047,749	)	$	(25,047,742	)

	Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		25,500,411			(15,597,633	)		9,902,778
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	0.22		$	0.22
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.54		$	(0.32	)	$	0.22
	As of March 1, 2021
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	254,922,510		$	32,577,490		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		326			(326	)		—
Class B common stock - $0.0001 par value		693			—			693
Additional paid-in capital		5,772,419			(5,772,419	)		—
Accumulated deficit		(773,434	)		(28,804,744	)		(29,578,178	)
Total Stockholders’ equity (deficit)	$	5,000,004		$	(34,577,489	)	$	(29,577,485	)

8

Note 3—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021 and the Form 10-Q for the three and six months ended June 30, 2021 as filed with the SEC on August 16, 2021.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability.

9

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $631,308 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants.

Cash Held in Trust Account

At September 30, 2021, the assets held in the Trust Account were invested in money-market funds.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2021 are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to public warrants		(13,129,167	)
Class A shares offering costs at closing		(15,845,671	)
Additional offering costs incurred during the three months ended June 30, 2021		(42,160	)
Plus:
Total accretion of carrying value to redemption value		29,016,998
Class A common stock subject to possible redemption	$	287,500,000

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value Measurements

ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

10

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

As of September 30, 2021 and December 31, 2020 the carrying values of cash, accounts payable, franchise tax payable, and accrued expenses, approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in a money market fund which is primarily invested in U.S. Treasury securities. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were charged against temporary equity.

Net Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, because the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Class B shares will automatically convert into Class A shares at the time of the Business Combination subject to adjustment.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A common stock is calculated by dividing the pro rata allocation of net income to Class A shares of $1,323,783 and $3,207,768 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per share basic and diluted for Class B common stock is calculated by dividing the pro rata allocation of net income to shares of Class B common stock of $319,297 and $987,027 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

11

The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

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

Note 4—Initial Public Offering and Private Placement

Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 1,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor, generating gross proceeds to the Company of $2,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor has agreed not to transfer, assign, or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. So long as the Private Placement Warrants are held by the Sponsor, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

Note 5—Related Party Transactions

Founder Shares

On December 29, 2020, the Sponsor paid an aggregate of $24,120 in exchange for the issuance of 6,934,500 shares of Class B common stock (the “Founder Shares”). In January 2021, the Sponsor made a charitable contribution of 115,000 of the Founder Shares to Share Our Strength, a 501(c)(3) nonprofit organization. On March 1, 2021, the underwriters exercised the over-allotment option in full to purchase 904,500 founder shares.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends and similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination (provided that the 30-trading day period must be completed prior to any such transfer, assignment or sale), or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

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 that we refer to as Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside

12

the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company has entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company has paid $30,000 and $80,000 for the services provided through the Administrative Services Agreement, $10,000 of which was recorded as a prepaid expense on the unaudited condensed balance sheet as of September 30, 2021.

Note 6—Commitments and Contingencies

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into prior to the closing of the Initial Public Offering. The holders of these securities may at any time, and from time to time, request in writing that the Company register the resale of any or all of these securities on Form S-3 or any similar short form registration statement that may be available at such time; provided, however, that the Company shall not be obligated to fulfill such request through an underwritten offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 3,750,000 additional units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full and purchased an additional 3,750,000 units at closing of the Initial Public Offering. As of September 30, 2021, the Company has incurred $15,812,500 in deferred underwriting costs, all of which was recorded as a reduction to temporary stockholders’ equity. 

Deferred legal fees

The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay their fees upon the consummation of the initial Business Combination. As of September 30, 2021, the Company recorded approximately $613,708 in deferred legal fees in connection with such agreements in the accompanying balance sheet.

Note 7—Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an

13

effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

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

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

• in whole and not in part;

• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock;

14

• if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders.

The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 8—Stockholders’ Equity (Deficit)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 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. Holders of the Company’s Class A common stock are entitled to one vote for each share. At both September 30, 2021 and December 31,2020, there were no shares of Class A common stock issued and outstanding, excluding 28,750,000 shares of 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. On December 29, 2020, 6,934,500 shares of Class B common stock were issued. In January 2021, the Sponsor made a charitable contribution of 115,000 Sponsor Founder Shares to Share Our Strength, a 501 (c)(3) nonprofit organization. Prior to or in connection with the Company’s initial Business Combination, the Company may issue up to an additional 253,000 shares of Class B common stock (such shares, the “Discretionary Allocation Shares”) to persons who assist the Company, or agree to assist the Company, in varying capacities, which may include, without limitation, identifying a Business Combination partner, consummating the initial Business Combination or post-Business Combination advisory or similar services.

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

The shares of Class B common stock will automatically convert into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares, including the Discretionary Allocation Shares, will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock that were issued and outstanding upon completion of the Initial Public Offering, plus (ii) the Discretionary Allocation Shares and plus (iii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans.

Note 9—Fair Value Measurements

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The Company’s investments held in the Trust Account is investments in money market funds that invest in U.S. government securities. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

15

The following table presents the estimated fair values of investments held in the Trust Account as of September 30, 2021:

Held-To-Maturity	Level		Fair Value
U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund		1	$	287,510,052

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period.

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Warrant liabilities:
Public Warrants	$	8,193,750	$	—	$	—	$	8,193,750
Private Placement Warrants		—		—		1,146,064		1,146,064
Total warrant liabilities	$	8,193,750	$	—	$	1,146,064	$	9,339,814

The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the volatility rate. The volatility applied was 14.25% based on implied volatilities from selected publicly traded warrants.

Beginning on April 19, 2021, the Public Warrants began trading under the ticker HUGSW. After this date, Public Warrant values per share were based on the observed trading prices of the Public Warrants. Accordingly, as of June 30, 2021, the observable input qualifies the liability for treatment as a Level 1 liability. As of March 31, 2021, the Company valued the Public Warrants at their public trading price and classified the Public Warrants as Level 1. There were no transfers between levels during the quarter ended September 30, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

	As of September 30, 2021
Exercise price	$	11.50
IPO price	$	10.00
Underlying asset price (per share)	$	9.71
Volatility		14.25	%
Time to Maturity (Years)		5.71
Risk-free rate		1.10	%
Dividend yield		0.00	%

The following table presents a summary of the changes in the fair value of the Warrants:

	Public Warrant Liability			Private Warrant Liability			Total
Fair value, March 01, 2021	$	13,129,167		$	1,853,333		$	14,982,500
Recognized loss on change in fair value		(4,025,000	)		(560,000	)		(4,585,000	)
Fair value, March 31, 2021	$	9,104,167		$	1,293,333		$	10,397,500
Recognized gain on change in fair value		766,666			102,800			869,466
Fair value, June 30, 2021	$	9,870,833		$	1,396,133		$	11,266,966
Recognized loss on change in fair value		(1,677,083	)		(250,069	)		(1,927,152	)
Fair value, September 30, 2021	$	8,193,750		$	1,146,064		$	9,339,814

Note 10—Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued. The Company evaluated subsequent events that occurred after the balance sheet date up to the date the condensed financial statements were issued and, except as described below, the Company has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.

On November 8, 2021, the Company entered into an Investment Agreement and Plan of Merger (the “Investment Agreement”) with Panera Brands, Inc., a Delaware corporation (“Panera”), and Rye Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Panera (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Panera (the “Merger”).

Upon the terms and subject to the conditions set forth in the Investment Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s Class A common stock and each issued and outstanding share of the Company’s Class B common stock will be converted into the right to receive a number of shares of Panera’s common stock, par value $0.01 per share (“Panera Common Stock”) at an exchange ratio of $10.00 divided by the public offering price per share in the Panera IPO (as defined below). In addition, at the Effective Time, each issued and outstanding warrant of the Company will be assumed by Panera and will relate to Panera Common Stock (each, a “Warrant”) (with the number of shares of Panera Common Stock underlying each Warrant adjusted in accordance with the terms of the Investment Agreement).

The consummation of the proposed Transactions (as defined in the Investment Agreement) is subject to the receipt of the requisite approval of the stockholders of the Company (such approval, the “HUGS stockholder approval”) and the fulfillment of certain other conditions, including the consummation of Panera’s initial public offering of Panera Common Stock (the “Panera IPO”).

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to USHG Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to USHG Investments, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward- looking statements, please refer to the Risk Factors section of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 24, 2021 and the Company’s final prospectus for its initial public offering (the “Initial Public Offering”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on December 4, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities (“Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), our shares, debt, or a combination of cash, equity, and debt. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our Sponsor is USHG Investments, LLC, a Delaware limited liability company. The registration statement for the Initial Public Offering was declared effective on February 24, 2021. On March 1, 2021, we consummated the Initial Public Offering of 28,750,000 units (“Units” and, with respect to the Class A common stock included in the units being offered, the “public shares”), including 3,750,000 over-allotment Units, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $784,282, inclusive of approximately $15.8 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 1,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $2.0 million.

17

Upon the closing of the Initial Public Offering and the Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering was held in a trust account (“Trust Account”) located in the United States with American Stock Transfer & Trust Company, LLC acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 1, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust account including interest earned on the funds held in the Trust account and not previously released to us to pay our taxes (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 liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Recent Developments

On November 8, 2021, the Company entered into an Investment Agreement and Plan of Merger (the “Investment Agreement”) with Panera Brands, Inc., a Delaware corporation (“Panera”), and Rye Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Panera (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Panera (the “Merger”).

Upon the terms and subject to the conditions set forth in the Investment Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s Class A common stock and each issued and outstanding share of the Company’s Class B common stock will be converted into the right to receive a number of shares of Panera’s common stock, par value $0.01 per share (“Panera Common Stock”) at an exchange ratio of $10.00 divided by the public offering price per share in the Panera IPO (as defined below). In addition, at the Effective Time, each issued and outstanding warrant of the Company will be assumed by Panera and will relate to Panera Common Stock (each, a “Warrant”) (with the number of shares of Panera Common Stock underlying each Warrant adjusted in accordance with the terms of the Investment Agreement).

The consummation of the proposed Transactions (as defined in the Investment Agreement) is subject to the receipt of the requisite approval of the stockholders of the Company (such approval, the “HUGS stockholder approval”) and the fulfillment of certain other conditions, including the consummation of Panera’s initial public offering of Panera Common Stock (the “Panera IPO”).

Results of Operations

We have neither engaged in any operations (other than searching for a Business Combination after the Initial Public Offering) nor generated any revenues to date. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on cash and cash equivalents. We incur expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2021, we had net income of approximately $1,643,080, which consisted of approximately $238,414 in formation and operating costs and $50,000 in franchise tax expense, offset by an $1,927,152 gain from change in fair value of warrant liabilities and by $4,342 in interest income from funds held in the Trust Account.

For the nine months ended September 30, 2021, we had a net income of approximately $4,194,795, which consisted of approximately $549,959 in formation and operating costs, $150,000 in franchise tax expense and approximately $757,984 in offering costs allocated to derivative warrant liabilities, offset by $5,642,686 gain from change in fair value of warrant liabilities and $10,052 in income from funds held in the Trust Account.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.

Contractual Obligations

The underwriters are entitled to a deferred fee of $0.55 per Unit, or $15,812,500 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

We have entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. We will make payments to the Sponsor until the earlier of the completion of the Initial Business Combination or the liquidation of the trust assets. We paid $30,000 and $80,000 for the services provided through the Administrative Services Agreement for the three and nine months ended September 30, 2021, respectively.

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Investments Held in the Trust Account

Our portfolio of investments held in the Trust Account 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, or a combination thereof. The investments held in the Trust Account are classified as trading

18

securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our shares of Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2021 are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to public warrants		(13,129,167	)
Class A shares offering costs at closing		(15,845,671	)
Additional offering costs incurred during the three months ended June 30, 2021		(42,160	)
Plus:
Total accretion of carrying value to redemption value		29,016,998
Class A common stock subject to possible redemption	$	287,500,000

Net Income Per Share of Common Stock

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement in the calculation of diluted income per share, because the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Warrant Liability

The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model.

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, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of the Initial Public Offering, the net proceeds of the Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

19

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon their evaluation, our management, including our principal executive officer and principal financial and accounting officer, concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2021, due to a failure to correctly apply the nuances of the complex accounting standards that apply to our financial statements, including with respect to certain complex features of the Company’s Class A common stock, which resulted in the material weakness in our internal control over financial reporting described below in “Changes in Internal Control Over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

In light of this material weakness, the Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. Specifically, we have expanded and improved our review process for complex securities and related accounting standards, including enhancing access to accounting literature and improving identification of third-party professionals with whom to consult regarding complex accounting applications. Other than as described herein, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus filed with the SEC on February 25, 2021 and our most recent quarterly report on Form 10-Q for the three months ended June 30, 2021 filed with the SEC on August 16, 2021. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus or our quarterly report on Form 10-Q for the three months ended June 30, 2021 filed with the SEC on August 16, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 1, 2021, we consummated the Initial Public Offering of 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $287,500,000. Goldman Sachs & Co. LLC and Piper Sandler & Co acted as joint book-running managers for the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252802). The Securities and Exchange Commission declared the registration statement effective on February 24, 2021.

Simultaneously with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the private placement of an aggregate of 1,333,333 warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $2,000,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Warrants, $287,500,000 was placed in the Trust Account.

We incurred approximately $833,315 for offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $15,812,500 in underwriting discounts.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

21

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished.

22

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	USHG ACQUISITION CORP.
Date: November 16, 2021	By:	/s/ Adam D. Sokoloff
	Name:	Adam D. Sokoloff
	Title:	Chief Executive Officer and Director (Principal Executive Officer)
Date: November 16, 2021	By:	/s/ Tiffany F. Daniele
	Name:	Tiffany F. Daniele
	Title:	Chief Financial Officer (Principal Accounting and Financial Officer)

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adam D. Sokoloff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of USHG Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2021	By:	/s/ Adam D. Sokoloff
		Adam D. Sokoloff
		Chief Executive Officer and Director
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tiffany F. Daniele, certify that:

1. I have reviewed this quarterly report on Form 10-Q of USHG Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2021	By:	/s/ Tiffany F. Daniele
		Tiffany F. Daniele
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of USHG Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Adam D. Sokoloff, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 16, 2021	By:	/s/ Adam D. Sokoloff
		Adam D. Sokoloff
		Chief Executive Officer and Director
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of USHG Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Tiffany F. Daniele, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 16, 2021	By:	/s/ Tiffany F. Daniele
		Tiffany F. Daniele
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	USHG Acquisition Corp.
Entity Central Index Key	0001836894
Entity Filer Category	Non-accelerated Filer
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	853 Broadway
Entity Address, Address Line Two	17th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity File Number	001-40109
Entity Tax Identification Number	85-4281417
City Area Code	212
Local Phone Number	228-3585
Entity Shell Company	true
Entity Address, Postal Zip Code	10010
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HUGS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,934,500
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	HUGSU
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	HUGSW
Security Exchange Name	NYSE

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Cash	$ 631,308	$ 24,120
Deferred offering costs associated with proposed public offering		255,000
Prepaid expenses	469,504
Total current assets	1,100,812	279,120
Marketable securities held in trust account	287,510,052
Other assets	187,387
Total assets	288,798,251	279,120
Current liabilities:
Accounts payable	19,650
Franchise tax payable	150,000
Accrued offering and formation costs	23,995	265,000
Total current liabilities	193,645	265,000
Warrant liabilities	9,339,814
Deferred underwriting compensation	15,812,500
Deferred legal fees	613,708
Total liabilities	25,959,667	265,000
Commitments and Contingencies
Common stock subject to possible redemption, 28,750,000 shares at $10.00 redemption value	287,500,000
Stockholders' Equity (Deficit):
Preferred Stock Value
Additional paid-in capital	0	23,427
Retained earnings (accumulated deficit)	(24,662,109)	(10,000)
Total stockholders' (deficit) equity	(24,661,416)	14,120
Total Liabilities and Stockholders' (Deficit) Equity	288,798,251	279,120
Common Class A [Member]
Current liabilities:
Common stock subject to possible redemption, 28,750,000 shares at $10.00 redemption value	287,500,000
Stockholders' Equity (Deficit):
Common Stock Value	0
Common Class B [Member]
Stockholders' Equity (Deficit):
Common Stock Value	693	693
Total stockholders' (deficit) equity	$ 693	$ 693

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity, Shares Outstanding	28,750,000	0
Temporary Equity, Redemption Price Per Share	$ 10.00	$ 0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
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
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,934,500	6,934,500
Common stock, shares outstanding	6,934,500	6,934,500
Shares Subject to Possible Redemption [Member] | Common Class A [Member]
Temporary Equity, Shares Outstanding	28,750,000	0

XML

Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 238,414	$ 549,959
Franchise tax expense	50,000	150,000
Loss from operations	(288,414)	(699,959)
Other Income (Expense):
Change in fair value of warrant liabilities	1,927,152	5,642,686
Offering costs allocated to derivative warrant liabilities	0	(757,984)
Interest on marketable securities	4,342	10,052
Net Income	1,643,080	4,194,795
Class A Common Stock [Member]
Other Income (Expense):
Net Income	$ 1,323,783	$ 3,207,768
Weighted average shares outstanding, basic and diluted	28,750,000	22,536,630
Basic and diluted net income per share	$ 0.05	$ 0.14
Class B Common Stock [Member]
Other Income (Expense):
Net Income	$ 319,297	$ 987,027
Weighted average shares outstanding, basic and diluted	6,934,500	6,934,500
Basic and diluted net income per share	$ 0.05	$ 0.14

XML

Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Class B [Member]
Beginning balance at Dec. 31, 2020	$ 14,120	$ 23,427	$ (10,000)	$ 693
Beginning balance, in Shares at Dec. 31, 2020				6,934,500
Excess cash received over fair value of Private Placement Warrants	146,667	146,667
Accretion of Class A Common Stock to redemption value	(28,974,838)	(170,094)	(28,804,744)
Net income (loss)	3,766,309		3,766,309
Ending balance at Mar. 31, 2021	(25,047,742)	0	(25,048,435)	$ 693
Ending balance, Shares at Mar. 31, 2021				6,934,500
Beginning balance at Dec. 31, 2020	14,120	23,427	(10,000)	$ 693
Beginning balance, in Shares at Dec. 31, 2020				6,934,500
Net income (loss)	4,194,795			$ 987,027
Ending balance at Sep. 30, 2021	(24,661,416)		(24,662,109)	$ 693
Ending balance, Shares at Sep. 30, 2021				6,934,500
Beginning balance at Mar. 31, 2021	(25,047,742)	$ 0	(25,048,435)	$ 693
Beginning balance, in Shares at Mar. 31, 2021				6,934,500
Accretion of Class A Common Stock to redemption value	(42,160)		(42,160)
Net income (loss)	(1,214,594)		(1,214,594)
Ending balance at Jun. 30, 2021	(26,304,496)		(26,305,189)	$ 693
Ending balance, Shares at Jun. 30, 2021				6,934,500
Net income (loss)	1,643,080		1,643,080	$ 319,297
Ending balance at Sep. 30, 2021	$ (24,661,416)		$ (24,662,109)	$ 693
Ending balance, Shares at Sep. 30, 2021				6,934,500

XML

Condensed Statement of Cash Flows	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities
Net income	$ 1,643,080	$ 4,194,795
Adjustments to reconcile net income to net cash used in operating activities
Change in fair value of warrant liabilities	(1,927,152)	(5,642,686)
Offering costs allocated to derivative warrant liabilities		757,984
Interest earned on marketable securities in Trust Account	(4,342)	(10,052)
Changes in operating assets and liabilities
Prepaid expenses		(469,504)
Other assets		(187,387)
Accounts payable		19,650
Franchise tax payable		150,000
Accrued expenses		13,995
Net cash used by operating activities		(1,173,205)
Cash Flows from Investing Activities
Cash deposited in Trust Account		(287,500,000)
Net cash used in investing activities		(287,500,000)
Cash Flows from Financing Activities
Proceeds from issuance of Class A common stock and warrants		289,500,000
Proceeds from note payable and advances from related party		336,017
Repayment of note payable and advances from related party		(336,017)
Payment of offering costs		(219,607)
Net cash provided by financing activities		289,280,393
Net increase in cash		607,188
Cash—beginning of period		24,120
Cash—end of period	631,308	631,308
Supplemental disclosure of noncash investing and financing activities:
Deferred legal fees	$ 613,708	613,708
Deferred underwriting compensation		15,812,500
Deferred offering costs included in accrued expenses		$ 255,000

XML

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1—Description of Organization and Business Operations

USHG Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on December 4, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”).

As of September 30, 2021, the Company had not yet commenced operations. All activity through September 30, 2021 relates to the Company’s formation and its Initial Public Offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end.

On March 1, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 1,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to USHG Investments, LLC (the “Sponsor”), generating gross proceeds to the Company of $2,000,000, which is described in Note 4.

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon completion of the Initial Public Offering and during the current quarter ended September 30, 2021.

Following the closing of the Initial Public Offering on March 1, 2021, an amount of $287,500,000 ($10 per Unit) of the proceeds from the Initial Public Offering, including $15,812,500 of the underwriters’ deferred discount was placed in a trust account located in the United States at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the Initial Public Offering held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares of the Company properly tendered in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation, which was adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”) (i) to modify the substance or timing of its obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of all of the Public Shares if it is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering are held in the Trust Account with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 7) prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor, executive officers and directors will have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the 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 board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses).

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to

waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 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 the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Note 2—Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering, including the exercise of the underwriters’ overallotment option, it had improperly valued its Class A common stock subject to possible redemption. The Company previously classified as temporary equity the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock, while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering, including the shares purchased in the exercise of the underwriters’ overallotment option, can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the temporary equity should include all Class A common stock subject to possible redemption. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income pro rata between the Class A common stock and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income of the Company.

This reclassification adjustment resulted in no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table.

	As of June 30, 2021
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	256,195,500		$	31,304,500		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		313			(313	)		—
Class B common stock - $0.0001 par value		693			—			693
Additional paid-in capital		2,457,282			(2,457,282	)		—
Accumulated deficit		2,541,714			(28,846,903	)		(26,305,189	)
Total Stockholders’ equity (deficit)	$	5,000,002		$	(31,304,498	)	$	(26,304,496	)
	Three Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		28,750,000			—			28,750,000
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	(0.03	)	$	(0.03	)
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	(0.18	)	$	0.15		$	(0.03	)
	Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		28,750,000			(9,371,547	)		19,378,453
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	0.10		$	0.10
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.37		$	(0.27	)	$	0.10

	As of March 31, 2021
	As Previously Reported		Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	257,452,250	$	30,047,750		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		300		(300	)		—
Class B common stock - $0.0001 par value		693		—			693
Additional paid-in capital		1,242,705		(1,242,705	)		—
Accumulated deficit		3,756,309		(28,804,744	)		(25,048,435	)
Total Stockholders’ equity (deficit)	$	5,000,007	$	(30,047,749	)	$	(25,047,742	)

	Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		25,500,411			(15,597,633	)		9,902,778
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	0.22		$	0.22
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.54		$	(0.32	)	$	0.22
	As of March 1, 2021
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	254,922,510		$	32,577,490		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		326			(326	)		—
Class B common stock - $0.0001 par value		693			—			693
Additional paid-in capital		5,772,419			(5,772,419	)		—
Accumulated deficit		(773,434	)		(28,804,744	)		(29,578,178	)
Total Stockholders’ equity (deficit)	$	5,000,004		$	(34,577,489	)	$	(29,577,485	)

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021 and the Form 10-Q for the three and six months ended June 30, 2021 as filed with the SEC on August 16, 2021.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $631,308 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants.

Cash Held in Trust Account

At September 30, 2021, the assets held in the Trust Account were invested in money-market funds.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2021 are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to public warrants		(13,129,167	)
Class A shares offering costs at closing		(15,845,671	)
Additional offering costs incurred during the three months ended June 30, 2021		(42,160	)
Plus:
Total accretion of carrying value to redemption value		29,016,998
Class A common stock subject to possible redemption	$	287,500,000

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value Measurements

ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

As of September 30, 2021 and December 31, 2020 the carrying values of cash, accounts payable, franchise tax payable, and accrued expenses, approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in a money market fund which is primarily invested in U.S. Treasury securities. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were charged against temporary equity.

Net Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, because the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Class B shares will automatically convert into Class A shares at the time of the Business Combination subject to adjustment.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A common stock is calculated by dividing the pro rata allocation of net income to Class A shares of $1,323,783 and $3,207,768 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per share basic and diluted for Class B common stock is calculated by dividing the pro rata allocation of net income to shares of Class B common stock of $319,297 and $987,027 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

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

XML

Initial Public Offering and Private Placement

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Initial Public Offering and Private Placement

Note 4—Initial Public Offering and Private Placement

Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units at a purchase price of $10.00 per Unit, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 1,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor, generating gross proceeds to the Company of $2,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor has agreed not to transfer, assign, or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. So long as the Private Placement Warrants are held by the Sponsor, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 5—Related Party Transactions

Founder Shares

On December 29, 2020, the Sponsor paid an aggregate of $24,120 in exchange for the issuance of 6,934,500 shares of Class B common stock (the “Founder Shares”). In January 2021, the Sponsor made a charitable contribution of 115,000 of the Founder Shares to Share Our Strength, a 501(c)(3) nonprofit organization. On March 1, 2021, the underwriters exercised the over-allotment option in full to purchase 904,500 founder shares.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) subsequent to the Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends and similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination (provided that the 30-trading day period must be completed prior to any such transfer, assignment or sale), or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

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 that we refer to as Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside

the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company has entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company has paid $30,000 and $80,000 for the services provided through the Administrative Services Agreement, $10,000 of which was recorded as a prepaid expense on the unaudited condensed balance sheet as of September 30, 2021.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6—Commitments and Contingencies

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into prior to the closing of the Initial Public Offering. The holders of these securities may at any time, and from time to time, request in writing that the Company register the resale of any or all of these securities on Form S-3 or any similar short form registration statement that may be available at such time; provided, however, that the Company shall not be obligated to fulfill such request through an underwritten offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 3,750,000 additional units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full and purchased an additional 3,750,000 units at closing of the Initial Public Offering. As of September 30, 2021, the Company has incurred $15,812,500 in deferred underwriting costs, all of which was recorded as a reduction to temporary stockholders’ equity. 

Deferred legal fees

The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay their fees upon the consummation of the initial Business Combination. As of September 30, 2021, the Company recorded approximately $613,708 in deferred legal fees in connection with such agreements in the accompanying balance sheet.

XML

Warrant Liability

9 Months Ended

Sep. 30, 2021

Warrants and Rights Note Disclosure [Abstract]

Warrant Liability

Note 7—Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an

effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

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

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

• in whole and not in part;

• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock;

• if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders.

The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

XML

Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity (Deficit)

Note 8—Stockholders’ Equity (Deficit)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 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. Holders of the Company’s Class A common stock are entitled to one vote for each share. At both September 30, 2021 and December 31,2020, there were no shares of Class A common stock issued and outstanding, excluding 28,750,000 shares of 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. On December 29, 2020, 6,934,500 shares of Class B common stock were issued. In January 2021, the Sponsor made a charitable contribution of 115,000 Sponsor Founder Shares to Share Our Strength, a 501 (c)(3) nonprofit organization. Prior to or in connection with the Company’s initial Business Combination, the Company may issue up to an additional 253,000 shares of Class B common stock (such shares, the “Discretionary Allocation Shares”) to persons who assist the Company, or agree to assist the Company, in varying capacities, which may include, without limitation, identifying a Business Combination partner, consummating the initial Business Combination or post-Business Combination advisory or similar services.

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

The shares of Class B common stock will automatically convert into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares, including the Discretionary Allocation Shares, will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock that were issued and outstanding upon completion of the Initial Public Offering, plus (ii) the Discretionary Allocation Shares and plus (iii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any shares of Class A common stock or equity-linked securities issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans.

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9—Fair Value Measurements

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The Company’s investments held in the Trust Account is investments in money market funds that invest in U.S. government securities. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

The following table presents the estimated fair values of investments held in the Trust Account as of September 30, 2021:

Held-To-Maturity	Level		Fair Value
U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund		1	$	287,510,052

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period.

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Warrant liabilities:
Public Warrants	$	8,193,750	$	—	$	—	$	8,193,750
Private Placement Warrants		—		—		1,146,064		1,146,064
Total warrant liabilities	$	8,193,750	$	—	$	1,146,064	$	9,339,814

The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the volatility rate. The volatility applied was 14.25% based on implied volatilities from selected publicly traded warrants.

Beginning on April 19, 2021, the Public Warrants began trading under the ticker HUGSW. After this date, Public Warrant values per share were based on the observed trading prices of the Public Warrants. Accordingly, as of June 30, 2021, the observable input qualifies the liability for treatment as a Level 1 liability. As of March 31, 2021, the Company valued the Public Warrants at their public trading price and classified the Public Warrants as Level 1. There were no transfers between levels during the quarter ended September 30, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

	As of September 30, 2021
Exercise price	$	11.50
IPO price	$	10.00
Underlying asset price (per share)	$	9.71
Volatility		14.25	%
Time to Maturity (Years)		5.71
Risk-free rate		1.10	%
Dividend yield		0.00	%

The following table presents a summary of the changes in the fair value of the Warrants:

	Public Warrant Liability			Private Warrant Liability			Total
Fair value, March 01, 2021	$	13,129,167		$	1,853,333		$	14,982,500
Recognized loss on change in fair value		(4,025,000	)		(560,000	)		(4,585,000	)
Fair value, March 31, 2021	$	9,104,167		$	1,293,333		$	10,397,500
Recognized gain on change in fair value		766,666			102,800			869,466
Fair value, June 30, 2021	$	9,870,833		$	1,396,133		$	11,266,966
Recognized loss on change in fair value		(1,677,083	)		(250,069	)		(1,927,152	)
Fair value, September 30, 2021	$	8,193,750		$	1,146,064		$	9,339,814

XML

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 10—Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued. The Company evaluated subsequent events that occurred after the balance sheet date up to the date the condensed financial statements were issued and, except as described below, the Company has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.

On November 8, 2021, the Company entered into an Investment Agreement and Plan of Merger (the “Investment Agreement”) with Panera Brands, Inc., a Delaware corporation (“Panera”), and Rye Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Panera (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Panera (the “Merger”).

Upon the terms and subject to the conditions set forth in the Investment Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s Class A common stock and each issued and outstanding share of the Company’s Class B common stock will be converted into the right to receive a number of shares of Panera’s common stock, par value $0.01 per share (“Panera Common Stock”) at an exchange ratio of $10.00 divided by the public offering price per share in the Panera IPO (as defined below). In addition, at the Effective Time, each issued and outstanding warrant of the Company will be assumed by Panera and will relate to Panera Common Stock (each, a “Warrant”) (with the number of shares of Panera Common Stock underlying each Warrant adjusted in accordance with the terms of the Investment Agreement).

The consummation of the proposed Transactions (as defined in the Investment Agreement) is subject to the receipt of the requisite approval of the stockholders of the Company (such approval, the “HUGS stockholder approval”) and the fulfillment of certain other conditions, including the consummation of Panera’s initial public offering of Panera Common Stock (the “Panera IPO”).

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021 and the Form 10-Q for the three and six months ended June 30, 2021 as filed with the SEC on August 16, 2021.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $631,308 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021.

Warrant Liability

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants.

Cash Held in Trust Account

Cash Held in Trust Account

At September 30, 2021, the assets held in the Trust Account were invested in money-market funds.

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2021 are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to public warrants		(13,129,167	)
Class A shares offering costs at closing		(15,845,671	)
Additional offering costs incurred during the three months ended June 30, 2021		(42,160	)
Plus:
Total accretion of carrying value to redemption value		29,016,998
Class A common stock subject to possible redemption	$	287,500,000

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value Measurements

Fair Value Measurements

ASC 820, Fair Value Measurement, defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

As of September 30, 2021 and December 31, 2020 the carrying values of cash, accounts payable, franchise tax payable, and accrued expenses, approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in a money market fund which is primarily invested in U.S. Treasury securities. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in March 2021, the offering costs were allocated using the relative fair values of the Company common stock and its public and private warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s common stock were charged against temporary equity.

Net Income Per Common Stock

Net Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted income per share, because the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Class B shares will automatically convert into Class A shares at the time of the Business Combination subject to adjustment.

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share, basic and diluted for Class A common stock is calculated by dividing the pro rata allocation of net income to Class A shares of $1,323,783 and $3,207,768 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per share basic and diluted for Class B common stock is calculated by dividing the pro rata allocation of net income to shares of Class B common stock of $319,297 and $987,027 for the three and nine months ended September 30, 2021, respectively, by the weighted average number of Class B common stock outstanding for the period.

Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

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

XML

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of Change in the Company's Total Assets, Liabilities

This reclassification adjustment resulted in no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table.

	As of June 30, 2021
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	256,195,500		$	31,304,500		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		313			(313	)		—
Class B common stock - $0.0001 par value		693			—			693
Additional paid-in capital		2,457,282			(2,457,282	)		—
Accumulated deficit		2,541,714			(28,846,903	)		(26,305,189	)
Total Stockholders’ equity (deficit)	$	5,000,002		$	(31,304,498	)	$	(26,304,496	)
	Three Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		28,750,000			—			28,750,000
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	(0.03	)	$	(0.03	)
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	(0.18	)	$	0.15		$	(0.03	)
	Six Months Ended June 30, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		28,750,000			(9,371,547	)		19,378,453
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	0.10		$	0.10
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.37		$	(0.27	)	$	0.10

	As of March 31, 2021
	As Previously Reported		Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	257,452,250	$	30,047,750		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		300		(300	)		—
Class B common stock - $0.0001 par value		693		—			693
Additional paid-in capital		1,242,705		(1,242,705	)		—
Accumulated deficit		3,756,309		(28,804,744	)		(25,048,435	)
Total Stockholders’ equity (deficit)	$	5,000,007	$	(30,047,749	)	$	(25,047,742	)

	Three Months Ended March 31, 2021
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		25,500,411			(15,597,633	)		9,902,778
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		6,934,500			—			6,934,500
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00		$	0.22		$	0.22
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.54		$	(0.32	)	$	0.22
	As of March 1, 2021
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	254,922,510		$	32,577,490		$	287,500,000
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		326			(326	)		—
Class B common stock - $0.0001 par value		693			—			693
Additional paid-in capital		5,772,419			(5,772,419	)		—
Accumulated deficit		(773,434	)		(28,804,744	)		(29,578,178	)
Total Stockholders’ equity (deficit)	$	5,000,004		$	(34,577,489	)	$	(29,577,485	)

XML

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of Class A common stock subject to possible redemption

The Class A common stock subject to possible redemption reflected on the balance sheet as September 30, 2021 are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to public warrants		(13,129,167	)
Class A shares offering costs at closing		(15,845,671	)
Additional offering costs incurred during the three months ended June 30, 2021		(42,160	)
Plus:
Total accretion of carrying value to redemption value		29,016,998
Class A common stock subject to possible redemption	$	287,500,000

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following table presents the estimated fair values of investments held in the Trust Account as of September 30, 2021:

Held-To-Maturity	Level		Fair Value
U.S. Treasury Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund		1	$	287,510,052

Fair Value, Liabilities Measured on Recurring Basis

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Warrant liabilities:
Public Warrants	$	8,193,750	$	—	$	—	$	8,193,750
Private Placement Warrants		—		—		1,146,064		1,146,064
Total warrant liabilities	$	8,193,750	$	—	$	1,146,064	$	9,339,814

Fair Value Measurement Inputs and Valuation Techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

	As of September 30, 2021
Exercise price	$	11.50
IPO price	$	10.00
Underlying asset price (per share)	$	9.71
Volatility		14.25	%
Time to Maturity (Years)		5.71
Risk-free rate		1.10	%
Dividend yield		0.00	%

Schedule Of Changes In The Fair Value Of Warrant Liabilities

The following table presents a summary of the changes in the fair value of the Warrants:

	Public Warrant Liability			Private Warrant Liability			Total
Fair value, March 01, 2021	$	13,129,167		$	1,853,333		$	14,982,500
Recognized loss on change in fair value		(4,025,000	)		(560,000	)		(4,585,000	)
Fair value, March 31, 2021	$	9,104,167		$	1,293,333		$	10,397,500
Recognized gain on change in fair value		766,666			102,800			869,466
Fair value, June 30, 2021	$	9,870,833		$	1,396,133		$	11,266,966
Recognized loss on change in fair value		(1,677,083	)		(250,069	)		(1,927,152	)
Fair value, September 30, 2021	$	8,193,750		$	1,146,064		$	9,339,814

XML

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		9 Months Ended
	Mar. 01, 2021	Sep. 30, 2021
Entity Incorporation, Date of Incorporation		Dec. 04, 2020
Deferred underwriting fees	$ 15,812,500
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination		100.00%
Lock In Period For Redemption Of Public Shares After Closing Of IPO		24 months
Share Price		$ 10.00
Percentage of Redeeming Shares of Public Shares Without the Company's Prior Written Consent		15.00%
Dissolution Expense		$ 100,000
Minimum [Member]
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account		80.00%
Net Tangible Assets Required For Consummation Of Business Combination		$ 5,000,001
Maximum [Member] | US Treasury and Government [Member]
Investment Company Act having a maturity term		185 days
Private Placement Warrants [Member] | Sponsor [Member]
Proceeds From Issuance Of Warrants		$ 2,000,000
Class of Warrant or Right Issued During the Period	1,333,333
Class of Warrant or Right Issue Price	$ 1.50
Common Class A [Member]
Share Price		$ 10.00
IPO [Member] | Common Class A [Member]
Stock Issued During Period Shares	28,750,000	28,750,000
Shares Issued Price Per Share	$ 10.00	$ 10.00
Proceeds From Issuance Of IPO	$ 287,500,000
Over-Allotment Option [Member]
Stock Issued During Period Shares		3,750,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock Issued During Period Shares	3,750,000	3,750,000

XML

Restatement of Previously Issued Financial Statements - Summary of Change in the Company's Total Assets, Liabilities (Detail) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 01, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	$ 287,500,000				$ 287,500,000
Additional paid-in capital	0				0		$ 23,427
Accumulated deficit	(24,662,109)				(24,662,109)		(10,000)
Total Stockholders' equity (deficit)	(24,661,416)	$ (26,304,496)	$ (25,047,742)	$ (26,304,496)	(24,661,416)		14,120
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	287,500,000				287,500,000
Common Stock Value	$ 0				$ 0
Statement of Operations
Weighted average shares outstanding, basic and diluted	28,750,000				22,536,630
Basic and diluted net income (loss) per share	$ 0.05				$ 0.14
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock Value	$ 693				$ 693		693
Total Stockholders' equity (deficit)	$ 693	693	693	693	$ 693		$ 693
Statement of Operations
Weighted average shares outstanding, basic and diluted	6,934,500				6,934,500
Basic and diluted net income (loss) per share	$ 0.05				$ 0.14
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption		256,195,500	257,452,250	256,195,500		$ 254,922,510
Additional paid-in capital		2,457,282	1,242,705	2,457,282		5,772,419
Accumulated deficit		2,541,714	3,756,309	2,541,714		(773,434)
Total Stockholders' equity (deficit)		5,000,002	5,000,007	5,000,002		5,000,004
Previously Reported [Member] | Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock Value		313	300	313		326
Previously Reported [Member] | Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock Value		$ 693	$ 693	$ 693		693
Previously Reported [Member] | Class A Common Stock Subject To Possible Redemption [Member]
Statement of Operations
Weighted average shares outstanding, basic and diluted		28,750,000	25,500,411	28,750,000
Basic and diluted net income (loss) per share		$ 0.00	$ 0.00	$ 0.00
Previously Reported [Member] | Class B Non Redeemable Common Stock [Member]
Statement of Operations
Weighted average shares outstanding, basic and diluted		6,934,500	6,934,500	6,934,500
Basic and diluted net income (loss) per share		$ (0.18)	$ 0.54	$ 0.37
Revision of Prior Period, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption		$ 31,304,500	$ 30,047,750	$ 31,304,500		32,577,490
Additional paid-in capital		(2,457,282)	(1,242,705)	(2,457,282)		(5,772,419)
Accumulated deficit		(28,846,903)	(28,804,744)	(28,846,903)		(28,804,744)
Total Stockholders' equity (deficit)		(31,304,498)	(30,047,749)	(31,304,498)		(34,577,489)
Revision of Prior Period, Adjustment [Member] | Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock Value		$ (313)	$ (300)	$ (313)		(326)
Revision of Prior Period, Adjustment [Member] | Class A Common Stock Subject To Possible Redemption [Member]
Statement of Operations
Weighted average shares outstanding, basic and diluted			(15,597,633)	(9,371,547)
Basic and diluted net income (loss) per share		$ (0.03)	$ 0.22	$ 0.10
Revision of Prior Period, Adjustment [Member] | Class B Non Redeemable Common Stock [Member]
Statement of Operations
Basic and diluted net income (loss) per share		$ 0.15	$ (0.32)	$ (0.27)
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption		$ 287,500,000	$ 287,500,000	$ 287,500,000		287,500,000
Accumulated deficit		(26,305,189)	(25,048,435)	(26,305,189)		(29,578,178)
Total Stockholders' equity (deficit)		(26,304,496)	(25,047,742)	(26,304,496)		(29,577,485)
As Restated [Member] | Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock Value		$ 693	$ 693	$ 693		$ 693
As Restated [Member] | Class A Common Stock Subject To Possible Redemption [Member]
Statement of Operations
Weighted average shares outstanding, basic and diluted		28,750,000	9,902,778	19,378,453
Basic and diluted net income (loss) per share		$ (0.03)	$ 0.22	$ 0.10
As Restated [Member] | Class B Non Redeemable Common Stock [Member]
Statement of Operations
Weighted average shares outstanding, basic and diluted		6,934,500	6,934,500	6,934,500
Basic and diluted net income (loss) per share		$ (0.03)	$ 0.22	$ 0.10

XML

Restatement of Previously Issued Financial Statements - Summary of Change in the Company's Total Assets, Liabilities (Parenthetical) (Detail) - $ / shares	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 01, 2021	Dec. 31, 2020
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

XML

Restatement of Previously Issued Financial Statements - Additional Information (Detail)	Sep. 30, 2021 USD ($) $ / shares
Share Price	$ 10.00
Common Class A [Member]
Minimum net worth required for compliance | $	$ 5,000,001
Share Price	$ 10.00

XML

Summary of Significant Accounting Policies - Summary of Class A common stock subject to possible redemption (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Temporary Equity [Line Items]
Class A common stock subject to possible redemption		$ 287,500,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds		287,500,000
Proceeds allocated to public warrants		(13,129,167)
Class A shares offering costs at closing		(15,845,671)
Additional offering costs incurred	$ (42,160)
Total accretion of carrying value to redemption value		29,016,998
Class A common stock subject to possible redemption		$ 287,500,000

XML

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Unrecognized Tax Benefits	$ 0			$ 0	$ 0
Accrued for Interest and Penalties	0			0	0
FDIC Insured Amount	250,000			250,000
Cash	631,308			631,308	$ 24,120
Cash Equivalents	0			0
Net income (loss)	1,643,080	$ (1,214,594)	$ 3,766,309	4,194,795
Common Class A [Member]
Net income (loss)	1,323,783			3,207,768
Common Class B [Member]
Net income (loss)	$ 319,297			$ 987,027

XML

Initial Public Offering and Private Placement - Additional Information (Detail) - USD ($)		9 Months Ended
	Mar. 01, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Sponsor [Member]
Class of Stock [Line Items]
Share Transfer Restriction Number Of Days From The Date Of Business Combination		30 days
Private Placement Warrants [Member] | Sponsor [Member]
Class of Stock [Line Items]
Proceeds From Issuance Of Warrants		$ 2,000,000
Class of Warrant or Right Issued During the Period	1,333,333
Class of Warrant or Right Issue Price	$ 1.50
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares		3,750,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Conversion Basis		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”)
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Common Class A [Member] | IPO [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares	28,750,000	28,750,000
Shares Issued Price Per Share	$ 10.00	$ 10.00
Common Class A [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock Issued During Period Shares	3,750,000	3,750,000

XML

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended	9 Months Ended
	Mar. 01, 2021	Dec. 29, 2020	Sep. 30, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
Share Price			$ 10.00	$ 10.00
Administrative Servivce Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expense			$ 30,000	$ 80,000
Prepaid Expenses [Member] | Administrative Servivce Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expense				$ 10,000
Founder shares [Member]
Related Party Transaction [Line Items]
Lock In Period For Share Transfer After Closing Of Business Combination				1 year
Share Price			$ 12.00	$ 12.00
Share Transfer Restriction Threshold Consecutive Trading Days				20 days
Share Transfer Restriction Threshold Trading Days				30 days
Share Transfer Restriction Number Of Days From The Date Of Business Combination				150 days
Founder shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	904,500
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Transferred During Period Shares For Charity				115,000
Sponsor [Member] | Founder shares [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 24,120
Stock Issued During Period, Shares, Issued for Services		6,934,500
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount				$ 2,000,000.0
Debt Instrument Conversion Price			$ 1.50	$ 1.50
Due to Related Parties			$ 0	$ 0

XML

Commitments and Contingencies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Deferred legal fees	$ 613,708
Other Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting costs	$ 15,812,500
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Repurchased During Period, Shares | shares	3,750,000
Deferred legal fees	$ 613,708
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period Shares | shares	3,750,000

XML

Warrant Liability - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021 $ / shares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Warrants and Rights Outstanding, Term	5 years
Share Price	$ 10.00
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	9.20
Share Redemption Trigger Price	$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60.00%
Class Of Warrant Or Right Minimum Notice Period For Redemption	20 days
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Redemption Trigger Price	$ 18.00
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Share Price Equal or Less Ten point Zero Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.00
Share Redemption Trigger Price	$ 10.00
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Common Class A [Member]
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right Threshold Period For Exercise From Date Of Closing Public Offering	30 days
Share Price	$ 10.00
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 18.00
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right Redemption Threshold Consecutive Trading Days	30 days
Class Of Warrant Or Right Threshold Period For Exercise From Date Of Closing Public Offering	12 months
Public Warrants [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Redeemable Warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class Of Warrants Redemption Price Per Unit	$ 0.01
Number Of Days Of Notice To Be Given For Redemption Of Warrants	30 days
Share Price	$ 18.00
Number Of Consecutive Trading Days For Determining Share Price	20 days
Number Of Trading Days For Determining The Share Price	30 days
Redeemable Warrants [Member] | Common Class A [Member] | Share Price Equal or Less Ten point Zero Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class Of Warrants Redemption Price Per Unit	$ 0.10
Number Of Days Of Notice To Be Given For Redemption Of Warrants	30 days
Share Price	$ 10.00
Number Of Trading Days Prior To Notice Of Redemption Of Warrants Holders	10 days

XML

Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares		9 Months Ended
	Dec. 29, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 01, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share		$ 0.0001				$ 0.0001
Preferred stock, shares authorized		1,000,000				1,000,000
Preferred Stock, Shares issued		0				0
Preferred Stock, Shares Outstanding		0				0
Temporary Equity, Shares Outstanding		28,750,000				0
Common Class A [Member]
Percentage Of Common Stock Outstanding After Conversion		20.00%
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001	$ 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
Stockholders' Equity Note, Stock Split		one vote
Common Class A [Member] | Shares Subject to Possible Redemption [Member]
Temporary Equity, Shares Outstanding		28,750,000	28,750,000			0
Common Class B [Member]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized		20,000,000				20,000,000
Common stock, shares issued		6,934,500				6,934,500
Common stock, shares outstanding		6,934,500				6,934,500
Stock Issued During Period Shares	6,934,500
Common Class B [Member] | Sponsor [Member]
Stock Issued During Period, Shares, Issued for Services		115,000
Discretionary Allocation Shares [Member] | Maximum [Member]
Stock Issued During Period Shares		253,000

XML

Fair Value Measurements - Summary of Financial Asset Measured at Fair Value on Recurring Basis (Detail)	Sep. 30, 2021 USD ($)
Level 1 [Member] | U.S. Treasury Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	$ 287,510,052

XML

Fair Value Measurements - Summary of Fair Value Hierarchy for Liabilities Measured at Fair Value (Detail)	Sep. 30, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	$ 9,339,814
Fair Value, Recurring [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	9,339,814
Fair Value, Recurring [Member] | Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	8,193,750
Fair Value, Recurring [Member] | Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] | Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	1,146,064
Fair Value, Recurring [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	8,193,750
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	8,193,750
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	1,146,064
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	0
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities	$ 1,146,064

XML

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail)	9 Months Ended
	Sep. 30, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Warrants and Rights Outstanding, Term	5 years
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
IPO price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of Stock, Price Per Share	10.00
Underlying asset price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Option, Exercise Price, Increase	$ 9.71
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	14.25
Time to Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years 8 months 15 days
Risk Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.10
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00

XML

Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Detail) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Recognized gain (loss) on change in fair value		$ 1,927,152		$ 5,642,686
Public Warrants Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance	$ 13,129,167	9,870,833	$ 9,104,167
Recognized gain (loss) on change in fair value	(4,025,000)	(1,677,083)	766,666
Fair Value,Ending balance	9,104,167	8,193,750	9,870,833	8,193,750
Private Placement Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance	1,853,333	1,396,133	1,293,333
Recognized gain (loss) on change in fair value	(560,000)	(250,069)	102,800
Fair Value,Ending balance	1,293,333	1,146,064	1,396,133	1,146,064
Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value,Beginning balance	14,982,500	11,266,966	10,397,500
Recognized gain (loss) on change in fair value	(4,585,000)	(1,927,152)	869,466
Fair Value,Ending balance	$ 10,397,500	$ 9,339,814	$ 11,266,966	$ 9,339,814

XML

Fair Value Measurements - Additional Information (Detail)	Sep. 30, 2021
Private Placement Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	14.25

XML

Subsequent Events - Additional Information (Detail) - Common Class A [Member] - $ / shares	Nov. 08, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 01, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, par value	$ 0.01
Common Stock, Convertible, Conversion Price, Increase	$ 10.00