Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into prior to the closing of the Initial Public Offering. The holders of these securities may at any time, and from time to time, request in writing that the Company register the resale of any or all of these securities on Form S-3 or 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 March 31, 2022 and December 31, 2021, the Company incurred $15,812,500 in deferred underwriting costs, all of which was recorded as a reduction to temporary stockholders’ equity, which were allocated between the common stock and Public Warrants sold in connection with the Initial Public Offering. 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 March 31, 2022, the Company recorded approximately $1,620,683 in connection with such agreements in the accompanying unaudited condensed balance sheet, all of which will be paid upon the consummation of the Business Combination. Approximately $680,488 of these fees relate to deferred fees incurred after the Company’s Initial Public Offering, and the $940,195 of fees relate to the Merger. Independent Financial Advisory Services Piper Sandler & Co. is acting as the Company’s independent financial advisor as defined under Financial Industry Regulatory Authority Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the proposed Merger with Panera. The Company will pay Piper Sandler & Co. a financial advisory fee of $3,000,000 if the Company consummates their Merger with Panera by May 5, 2022 or one year following the termination of the agreement with Piper Sandler & Co.

USHG Acquisition Corp. 10-Q