Gores Holdings VII (GSEV) 10-Q10 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	GORES HOLDINGS VII, INC.
Entity Central Index Key	0001828096
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity File Number	001-40091
Entity Address Address Line1	6260 Lookout Rd.
Entity Address City Or Town	Boulder
Entity Address State Or Province	CO
Entity Address Postal Zip Code	80301
Entity Tax Identification Number	85-3010689
City Area Code	310
Local Phone Number	209-3010
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation State Country Code	DE
Class A Common Stock
Document Information [Line Items]
Entity Common Stock Shares Outstanding		55,000,000
Security12b Title	Class A Common Stock
Trading Symbol	GSEV
Security Exchange Name	NASDAQ
Class F Common Stock
Document Information [Line Items]
Entity Common Stock Shares Outstanding		13,750,000
Warrants
Document Information [Line Items]
Security12b Title	Warrants
Trading Symbol	GSEVW
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Security12b Title	Units
Trading Symbol	GSEVU
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 1,081,223	$ 323,050
Prepaid assets	401,026	1,103,707
Total current assets	1,482,249	1,426,757
Cash, cash equivalents and other investments held in Trust Account	550,504,666	550,047,057
Total assets	551,986,915	551,473,814
Current liabilities:
Accrued expenses, formation and offering costs	2,171,255	2,182,321
State franchise tax accrual	30,000	200,225
Notes and advances payable – related party	1,700,000	1,350,000
Total current liabilities	5,246,255	19,087,962
Deferred underwriting compensation	19,250,000	19,250,000
Total liabilities	24,496,255	38,337,962
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at September 30, 2022 and December 31, 2021, respectively
Accumulated deficit	(22,778,881)	(36,865,523)
Total stockholders’ deficit	(22,777,506)	(36,864,148)
Total liabilities and stockholders’ deficit	551,986,915	551,473,814
Public Warrants
Current liabilities:
Warrants derivative liability	825,000	9,418,750
Private Placement Warrants
Current liabilities:
Warrants derivative liability	520,000	5,936,666
Class A Common Stock
Current liabilities:
Class A Common Stock subject to possible redemption, 55,000,000 and 55,000,000 shares at September 30, 2022 and December 31, 2021, respectively (at redemption value of $10 per share)	550,268,166	550,000,000
Class F Common Stock
Stockholders’ equity (deficit):
Common stock value	$ 1,375	$ 1,375

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	440,000,000
Class A Common Stock
Class A subject to possible redemption, shares	55,000,000	55,000,000
Class A subject to possible redemption, redemption value per share	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	55,000,000	55,000,000
Common stock, shares outstanding	55,000,000	55,000,000
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	13,750,000	13,750,000
Common stock, shares outstanding	13,750,000	13,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Professional fees and other expenses	$ (418,186)	$ (1,844,167)	$ (1,358,370)	$ (3,159,009)
State franchise taxes, other than income tax	(50,000)	(50,000)	(150,000)	(150,000)
Gain from change in fair value of warrant liabilities	3,810,833	2,129,583	14,010,416	4,483,333
Allocated expense for warrant issuance cost				(607,984)
Net income from operations	3,342,647	235,416	12,502,046	566,340
Other income - interest income	1,054,847	7,078	1,852,762	35,436
Net income before income taxes	4,397,494	242,494	14,354,808	601,776
Net income attributable to common shares	$ 4,397,494	$ 242,494	$ 14,354,808	$ 601,776
Class A Common Stock
Net income/(loss) per common share:
Common Stock - basic	$ 0.07	$ 0	$ 0.21	$ (0.71)
Net income/(loss) per common share:
Common Stock - diluted	0.07	0	0.21	(0.71)
Class F Common Stock
Net income/(loss) per common share:
Common Stock - basic	0.04	0	0.19	(0.71)
Net income/(loss) per common share:
Common Stock - diluted	$ 0.04	$ 0	$ 0.19	$ (0.71)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock Class F Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at Dec. 31, 2020	$ (4,450)			$ (4,450)
Sale of Class F Common Stock to Sponsor on January 4, 2021 at $0.0001 par value	25,000	$ 1,150	$ 23,850
Sale of Class F Common Stock to Sponsor on January 4, 2021 at $0.0001 par value (in shares)		11,500,000
Stock dividend effected on Class F Common Stock on February 25, 2021		$ 230	(230)
Stock dividend effected on Class F Common Stock on February 25, 2021 (in shares)		2,300,000
Excess of fair value paid by founders for warrants	6,153,334		6,153,334
Forfeited Class F Common Stock by Sponsor		$ (5)	5
Forfeited Class F Common Stock by Sponsor shares		(50,000)
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital	(6,176,959)		$ (6,176,959)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit	(34,861,532)			(34,861,532)
Net income	359,282			359,282
Balance at Jun. 30, 2021	(34,505,325)	$ 1,375		(34,506,700)
Ending Balance (in shares) at Jun. 30, 2021		13,750,000
Balance at Dec. 31, 2020	(4,450)			(4,450)
Net income	601,776
Balance at Sep. 30, 2021	(34,262,831)	$ 1,375		(34,264,206)
Ending Balance (in shares) at Sep. 30, 2021		13,750,000
Balance at Jun. 30, 2021	(34,505,325)	$ 1,375		(34,506,700)
Beginning Balance (in shares) at Jun. 30, 2021		13,750,000
Net income	242,494			242,494
Balance at Sep. 30, 2021	(34,262,831)	$ 1,375		(34,264,206)
Ending Balance (in shares) at Sep. 30, 2021		13,750,000
Balance at Dec. 31, 2021	(36,864,148)	$ 1,375		(36,865,523)
Beginning Balance (in shares) at Dec. 31, 2021		13,750,000
Net income	9,957,314			9,957,314
Balance at Jun. 30, 2022	(26,906,834)	$ 1,375		(26,908,209)
Ending Balance (in shares) at Jun. 30, 2022		13,750,000
Balance at Dec. 31, 2021	(36,864,148)	$ 1,375		(36,865,523)
Beginning Balance (in shares) at Dec. 31, 2021		13,750,000
Net income	14,354,808
Balance at Sep. 30, 2022	(22,777,506)	$ 1,375		(22,778,881)
Ending Balance (in shares) at Sep. 30, 2022		13,750,000
Balance at Jun. 30, 2022	(26,906,834)	$ 1,375		(26,908,209)
Beginning Balance (in shares) at Jun. 30, 2022		13,750,000
Net income	4,397,494			4,397,494
Increase in redemption value of Class A common stock subject to redemption	(268,166)			(268,166)
Balance at Sep. 30, 2022	$ (22,777,506)	$ 1,375		$ (22,778,881)
Ending Balance (in shares) at Sep. 30, 2022		13,750,000

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income	$ 14,354,808	$ 601,776
Adjustments to reconcile net income to net cash used in operating activities:
Issuance costs related to warrant liability		607,984
Changes in fair value warrants derivative liabilities	(14,010,416)	(4,483,333)
Changes in operating assets and liabilities:
Changes in state franchise tax accrual	(170,225)	149,550
Changes in prepaid assets	702,681	(1,369,855)
Changes in accrued expenses, formation and offering costs	(11,066)	2,220,979
Net cash provided by/(used in) operating activities	865,782	(2,272,899)
Cash flows from investing activities:
Cash deposited in Trust Account		(550,000,000)
Interest reinvested in the Trust Account	(457,609)	(35,436)
Net cash used in investing activities	(457,609)	(550,035,436)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering		550,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		13,000,000
Proceeds from sale of Class F Common Stock to Sponsor		25,000
Proceeds from notes and advances payable – related party	350,000	1,650,000
Repayment of notes and advances payable – related party		(300,000)
Payment of underwriters’ discounts and commissions		(11,000,000)
Payment of accrued offering costs		(533,975)
Net cash provided by financing activities	350,000	552,841,025
Increase in cash	758,173	532,690
Cash at beginning of period	323,050
Cash at end of period	1,081,223	532,690
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation		19,250,000
Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$ 320,225	$ 450

Organization and Business Opera

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Organization and General Gores Holdings VII, Inc. (the “Company”) was incorporated in Delaware on September 14, 2020. The Company was 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 (the “Business Combination”). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Sponsor VII, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st The Company completed the Public Offering on February 25, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Financing Upon the close of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $550,000,000 was placed in a Trust Account with Computershare, Inc. acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $550,000,000 Public Offering and its sale of $13,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940 (the “Investment Company Act”), as amended, that invest only in direct U.S. government obligations. As of September 30, 2022, the Trust Account consisted of cash. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by February 25, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by February 25, 2023, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, would either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company would seek stockholder approval of the Business Combination or would allow stockholders to sell their shares in a tender offer would be made by the Company, solely in its discretion, and would be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it would complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company would not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “ Distinguishing Liabilities from Equity The Company will have until February 25, 2023 to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Special Meeting to allow early redemption and liquidation On November 3, 2022, the Company filed a preliminary proxy statement relating to a special meeting of shareholders to approve (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment Proposal”) and (ii), an amendment to the Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Computershare Trust Company, N.A, as trustee (the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company to redeem all of its outstanding Public Shares in advance of the Company’s contractual expiration date of February 25, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from February 25, 2023 to the later of the date of the special meeting of the stockholders (the “Special Meeting”) or the date of effectiveness of the Charter Amendment (the “Amended Termination Date”). If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will immediately after the Special Meeting, cease all operations, except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter, redeem all Public Shares (the “Mandatory Redemption”). As promptly as reasonably possible following such Mandatory Redemption, and subject to the approval of the Company’s then remaining stockholders and the Board, in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and the requirements of other applicable law. Pursuant to the amended and restated certificate, a Public Stockholder shall be provided with the opportunity to redeem their Public Shares for cash if the Charter Amendment Proposal is approved. Notwithstanding the foregoing, if the Charter Amendment Proposal is approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date. Therefore, no action is required by our Public Stockholders to redeem their Public Shares. If the Proposals are approved, the Public Shares will be automatically redeemed as part of the Mandatory Redemption.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2022 and December 31, 2021 and the results of operations and cash flows for the periods presented. Operating results for the nine months ended September 30, 2022 and 2021 , are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 11,208,333 shares of Common Stock at $11.50 per share were issued on February 25, 2021. At September 30, 2022 and December 31, 2021, no warrants have been exercised. The 11,208,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the nine months ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) including accretion of temporary equity $ 3,517,995 $ 879,499 $ 193,995 $ 48,499 $ 11,483,846 $ 2,870,962 $ (31,103,968 ) $ (9,332,747 ) Increase in redemption value of Class A common stock subject to redemption 268,166 (268,166 ) - - 268,166 (268,166 ) - - Total Numerator: $ 3,786,161 $ 611,333 $ 193,995 $ 48,499 $ 11,752,012 $ 2,602,796 $ (31,103,968 ) $ (9,332,747 ) Denominator: Weighted-average shares outstanding 55,000,000 13,750,000 55,000,000 13,750,000 55,000,000 13,750,000 43,919,414 13,178,022 Basic and diluted net income/(loss) per share $ 0.07 $ 0.04 $ 0.00 $ 0.00 $ 0.21 $ 0.19 $ (0.71 ) $ (0.71 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4) (collectively, “Warrant Securities”), in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 55,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2022. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2022, the Company had $550,504,666 in the Trust Account which may be utilized for Business Combinations. At September 30, 2022, the Trust Account consisted of cash. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by February 25, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by February 25, 2023, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classifications, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by February 25, 2023, 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, 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. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by February 25, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2022 and December 31, 2021, the Company had current liabilities of $5,246,255 and $19,087,962, respectively, and a working capital deficit of ($3,764,006) and ($17,661,205). In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company has until February 25, 2023 or earlier, if an early redemption and liquidation is approved, as discussed above, to consummate a Business Combination. The Company believes that consummation of a suitable merger is highly improbable. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.

Public Offering

Public Offering	9 Months Ended
Public Offering	Sep. 30, 2022
Public Offering [Abstract]
Public Offering	3. Public Offering Public Units On February 25, 2021, the Company sold 55,000,000 units at a price of $10.00 per unit (the “Units”), including 7,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $550,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-eighth The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features that do not qualify for equity classification in FASB ASC Topic 815-40 “ Derivatives and Hedging – Contracts in Entity’s Own Equity All of the 55,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “ Debt – Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of September 30, 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. As of September 30, 2022 Gross proceeds $ 550,000,000 Less: Proceeds allocated to public warrants (10,862,500 ) Class A shares issuance costs (30,175,991 ) Plus: Accretion of carrying value to redemption value 41,038,491 Increase in redemption value to $10.004 per Class A common stock subject to redemption 268,166 Contingently redeemable Class A Common Stock $ 550,268,166

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares On January 4, 2021, the Sponsor purchased 11,500,000 Founder Shares for $25,000, or approximately $0.002 per share. On February 22, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors at their original purchase price. On February 25, 2021, the Company effected a stock dividend with respect to its Founder Shares of 2,300,000 shares thereof. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 4,333,333 whole warrants at a price of $3.00 per warrant (a purchase price of approximately $13,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic 814-40, due to their terms. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 25, 2021. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of January 31, 2022 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On March 19, 2021, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 11, 2023 or (ii) the date on which the Company consummates the Business Combination. As of September 30, 2022, the amount advanced by Sponsor to the Company was $1,700,000. In addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $3.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on February 23, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the nine months ended September 30, 2022, the Company paid the affiliate $180,000. For the period commencing February 22, 2021 through September 30, 2022, the Company has paid the affiliate $384,286.

Deferred Underwriting Compensat

Deferred Underwriting Compensation	9 Months Ended
Deferred Underwriting Compensation	Sep. 30, 2022
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $19,250,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021 and 2022. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended September 30, 2022. As of September 30, 2022, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
Fair Value Measurement	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	7. Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that warrants issued in connection with its initial public offering in February 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that went public in close proximity to the Company’s IPO Closing Date. At September 30, 2022, there were observable transactions in the Company’s public warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At September 30, 2022, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.12 per warrant at September 30, 2022. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of September 30, 2022, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of September 30, 2022, the aggregate values of the Private Placement Warrants and Public Warrants were $0.52 million and $0.83 million, respectively, based on the closing price of GSEVW on that date of $0.12. As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $5.9 million and $9.4 million, respectively, based on the closing price of GSEVW on that date of $1.37. The following table presents the changes in the fair value of warrant liabilities: Private placement warrants Public warrants Total warrant liabilities Fair value at December 31, 2021 5,936,666 9,418,750 $ 15,355,416 Change in fair value (5,416,666 ) (8,593,750 ) (14,010,416 ) Fair value at September 30, 2022 520,000 825,000 $ 1,345,000 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation techniques 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 includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable September 30, Active Markets Inputs Inputs Description 2022 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 550,504,666 $ 550,504,666 $ — $ — Derivative warrant liabilities: Public warrants (825,000 ) (825,000 ) — — Private placement warrants (520,000 ) — (520,000 ) —

Common and Preferred Stock

Common and Preferred Stock	9 Months Ended
Common and Preferred Stock	Sep. 30, 2022
Equity [Abstract]
Common and Preferred Stock	8. Common and Preferred Stock Common Stock The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock, par value $0.0001 per share and 40,000,000 shares of Class F common stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At September 30, 2022 and December 31, 2021, there were 55,000,000 shares of Class A common stock and 13,750,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Risks And Uncertainties

Risks And Uncertainties	9 Months Ended
Risks And Uncertainties	Sep. 30, 2022
Risks And Uncertainties [Abstract]
Risks and Uncertainties	9. Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. Additionally, various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events Management has performed an evaluation of subsequent events through November 10, 2022, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2022 and December 31, 2021 and the results of operations and cash flows for the periods presented. Operating results for the nine months ended September 30, 2022 and 2021 , are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022.
Net Income/(Loss) Per Common Share	Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 11,208,333 shares of Common Stock at $11.50 per share were issued on February 25, 2021. At September 30, 2022 and December 31, 2021, no warrants have been exercised. The 11,208,333 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the nine months ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) including accretion of temporary equity $ 3,517,995 $ 879,499 $ 193,995 $ 48,499 $ 11,483,846 $ 2,870,962 $ (31,103,968 ) $ (9,332,747 ) Increase in redemption value of Class A common stock subject to redemption 268,166 (268,166 ) - - 268,166 (268,166 ) - - Total Numerator: $ 3,786,161 $ 611,333 $ 193,995 $ 48,499 $ 11,752,012 $ 2,602,796 $ (31,103,968 ) $ (9,332,747 ) Denominator: Weighted-average shares outstanding 55,000,000 13,750,000 55,000,000 13,750,000 55,000,000 13,750,000 43,919,414 13,178,022 Basic and diluted net income/(loss) per share $ 0.07 $ 0.04 $ 0.00 $ 0.00 $ 0.21 $ 0.19 $ (0.71 ) $ (0.71 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities	Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4) (collectively, “Warrant Securities”), in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 3, all of the 55,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2022. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.
Cash, Cash Equivalents and Other Investments Held in Trust Account	Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2022, the Company had $550,504,666 in the Trust Account which may be utilized for Business Combinations. At September 30, 2022, the Trust Account consisted of cash. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by February 25, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by February 25, 2023, subject to the requirements of law and stock exchange rules.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classifications, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material.
Going Concern Consideration	Going Concern Consideration If the Company does not complete its Business Combination by February 25, 2023, 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, 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. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by February 25, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2022 and December 31, 2021, the Company had current liabilities of $5,246,255 and $19,087,962, respectively, and a working capital deficit of ($3,764,006) and ($17,661,205). In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company has until February 25, 2023 or earlier, if an early redemption and liquidation is approved, as discussed above, to consummate a Business Combination. The Company believes that consummation of a suitable merger is highly improbable. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
Significant Accounting Policies (Tables)	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net loss Per Share for Each Class of Common Stock	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) including accretion of temporary equity $ 3,517,995 $ 879,499 $ 193,995 $ 48,499 $ 11,483,846 $ 2,870,962 $ (31,103,968 ) $ (9,332,747 ) Increase in redemption value of Class A common stock subject to redemption 268,166 (268,166 ) - - 268,166 (268,166 ) - - Total Numerator: $ 3,786,161 $ 611,333 $ 193,995 $ 48,499 $ 11,752,012 $ 2,602,796 $ (31,103,968 ) $ (9,332,747 ) Denominator: Weighted-average shares outstanding 55,000,000 13,750,000 55,000,000 13,750,000 55,000,000 13,750,000 43,919,414 13,178,022 Basic and diluted net income/(loss) per share $ 0.07 $ 0.04 $ 0.00 $ 0.00 $ 0.21 $ 0.19 $ (0.71 ) $ (0.71 )

Public Offering (Tables)

Public Offering (Tables)	9 Months Ended
Public Offering (Tables)	Sep. 30, 2022
Public Offering [Abstract]
Reconciliation of Class A Common Stock	As of September 30, 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. As of September 30, 2022 Gross proceeds $ 550,000,000 Less: Proceeds allocated to public warrants (10,862,500 ) Class A shares issuance costs (30,175,991 ) Plus: Accretion of carrying value to redemption value 41,038,491 Increase in redemption value to $10.004 per Class A common stock subject to redemption 268,166 Contingently redeemable Class A Common Stock $ 550,268,166

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
Fair Value Measurement (Tables)	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private placement warrants Public warrants Total warrant liabilities Fair value at December 31, 2021 5,936,666 9,418,750 $ 15,355,416 Change in fair value (5,416,666 ) (8,593,750 ) (14,010,416 ) Fair value at September 30, 2022 520,000 825,000 $ 1,345,000
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation techniques 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 includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable September 30, Active Markets Inputs Inputs Description 2022 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 550,504,666 $ 550,504,666 $ — $ — Derivative warrant liabilities: Public warrants (825,000 ) (825,000 ) — — Private placement warrants (520,000 ) — (520,000 ) —

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)		9 Months Ended
	Sep. 14, 2020	Sep. 30, 2022	Sep. 30, 2021
Organization And Business Operations [Line Items]
Date of incorporation		Sep. 14, 2020
Proceeds from initial public offering			$ 550,000,000
Proceeds from sale of warrants			$ 13,000,000
Maximum maturity period		185 days
Regulatory withdrawal of interest from trust account, maximum period		24 months
Redemption percentage of public shares of common stock if business combination not completed		100%
Number of days to seek shareholder approval for redemption of shares		2 days
Number of days to provide opportunity to shareholders to sell their shares		2 days
Number of days to redeem public shares of common stock if business combination not completed		10 days
Dissolution expenses, maximum allowed		$ 100,000
Maximum
Organization And Business Operations [Line Items]
Threshold net tangible assets		$ 5,000,001
Number of days to redeem public shares of common stock if business combination not completed		10 days
Minimum
Organization And Business Operations [Line Items]
Percentage of fair market value		80%
Private Placement
Organization And Business Operations [Line Items]
Amount placed in trust account	$ 550,000,000
Proceeds from initial public offering	550,000,000
Proceeds from sale of warrants	$ 13,000,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Number of warrants exercised	0		0
Federal depository insurance coverage amount	$ 250,000
Issuance costs related to warrant liability		$ 607,984
Accrued interest and penalties related to unrecognized tax liabilities	$ 0
Redemption percentage of public shares of common stock if business combination not completed	100%
Cash, cash equivalents and other investments held in Trust Account	$ 550,504,666		$ 550,047,057
Number of days to redeem public shares of common stock if business combination not completed	10 days
Dissolution expenses, maximum allowed	$ 100,000
Going concern description	If the Company does not complete its Business Combination by February 25, 2023, 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, 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.
Current liabilities	$ 5,246,255		19,087,962
Working capital	3,764,006		$ 17,661,205
Initial Public Offering
Significant Accounting Policies [Line Items]
Offering costs	30,783,975
Underwriters fee	$ 30,250,000
Issuance costs related to warrant liability		$ 607,984
Initial Public Offering \| Class A Common Stock
Significant Accounting Policies [Line Items]
Units sold	55,000,000
Common Stock
Significant Accounting Policies [Line Items]
Private and public warrants to purchase shares	11,208,333	11,208,333
Share price	$ 11.50	$ 11.50
Warrants
Significant Accounting Policies [Line Items]
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings	11,208,333	11,208,333

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net loss Per Share for Each Class of Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income/(loss) including accretion of temporary equity	$ 3,517,995	$ 193,995	$ 11,483,846	$ (31,103,968)
Increase in redemption value of Class A common stock subject to redemption	268,166		268,166
Total Numerator:	$ 3,786,161	$ 193,995	$ 11,752,012	$ (31,103,968)
Denominator:
Weighted-average shares outstanding, Basic	55,000,000	55,000,000	55,000,000	43,919,414
Basic net income/(loss) per share	$ 0.07	$ 0	$ 0.21	$ (0.71)
Weighted-average shares outstanding, Diluted	55,000,000	55,000,000	55,000,000	43,919,414
Diluted net income/(loss) per share	$ 0.07	$ 0	$ 0.21	$ (0.71)
Class F Common Stock
Numerator:
Allocation of net income/(loss) including accretion of temporary equity	$ 879,499	$ 48,499	$ 2,870,962	$ (9,332,747)
Increase in redemption value of Class A common stock subject to redemption	(268,166)		(268,166)
Total Numerator:	$ 611,333	$ 48,499	$ 2,602,796	$ (9,332,747)
Denominator:
Weighted-average shares outstanding, Basic	13,750,000	13,750,000	13,750,000	13,178,022
Basic net income/(loss) per share	$ 0.04	$ 0	$ 0.19	$ (0.71)
Weighted-average shares outstanding, Diluted	13,750,000	13,750,000	13,750,000	13,178,022
Diluted net income/(loss) per share	$ 0.04	$ 0	$ 0.19	$ (0.71)

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Feb. 25, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class Of Stock [Line Items]
Gross proceeds excluding over-allotment	$ 550,000,000
Percentage of deferred underwriting discount				3.50%
Changes in fair value warrants derivative liabilities		$ (3,810,833)	$ (2,129,583)	$ (14,010,416)	$ (4,483,333)
Public Warrants
Class Of Stock [Line Items]
Warrants derivative liability		$ 825,000		825,000		$ 9,418,750
Changes in fair value warrants derivative liabilities				$ 8,593,750
Initial Public Offering
Class Of Stock [Line Items]
Units sold	55,000,000
Sale of stock, price per unit	$ 10
Percentage of upfront underwriting discount	2%
Upfront underwriting discount	$ 11,000,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ 19,250,000
Over-Allotment Option
Class Of Stock [Line Items]
Units sold	7,000,000
Warrants
Class Of Stock [Line Items]
Number of shares contribute each unit	0.125
Warrant exercisable term if business combination is completed	30 days
Warrant exercisable term from closing of public offer	12 months
Warrant expiration term	5 years
Number of months to complete business combination	24 months
Class A Common Stock
Class Of Stock [Line Items]
Number of shares contribute each unit	1
Number of shares warrant may be converted	1
Class A Common Stock \| Initial Public Offering
Class Of Stock [Line Items]
Units sold	55,000,000

Public Offering - Reconciliatio

Public Offering - Reconciliation of Class A Common Stock (Details) - Initial Public Offering	Sep. 30, 2022 USD ($)
Class Of Stock [Line Items]
Gross proceeds	$ 550,000,000
Proceeds allocated to public warrants	(10,862,500)
Class A shares issuance costs	(30,175,991)
Accretion of carrying value to redemption value	41,038,491
Increase in redemption value to $10.004 per Class A common stock subject to redemption	268,166
Contingently redeemable Class A Common Stock	$ 550,268,166

Public Offering - Reconciliat_2

Public Offering - Reconciliation of Class A Common Stock (Parenthetical) (Details)	Sep. 30, 2022 $ / shares
Public Offering [Abstract]
Increased redemption price per share	$ 10.004

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)					9 Months Ended		19 Months Ended
	Apr. 08, 2021 shares	Feb. 25, 2021 shares	Feb. 22, 2021 shares	Jan. 04, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 shares	Mar. 19, 2021 USD ($)	Feb. 23, 2021 USD ($)
Related Party Transaction [Line Items]
Proceeds from sale of warrants \| $						$ 13,000,000
Class A Common Stock
Related Party Transaction [Line Items]
Aggregate shares outstanding					55,000,000		55,000,000	55,000,000
Number of shares warrant may be converted		1
Class A Common Stock \| Initial Public Offering
Related Party Transaction [Line Items]
Units sold					55,000,000
Founder Shares
Related Party Transaction [Line Items]
Stock dividends, shares		2,300,000
Aggregate shares outstanding					13,750,000		13,750,000
Outstanding shares of common stock held by the initial stockholders (as a percent)	20%
Founder Shares \| Class A Common Stock
Related Party Transaction [Line Items]
Conversion ratio				1
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Units sold				11,500,000
Sale of common stock, value \| $				$ 25,000
Share price \| $ / shares				$ 0.002
Founder shares transferred to independent directors			25,000
Number of shares forfeited	50,000	1,800,000
Private Placement Warrants \| Class A Common Stock
Related Party Transaction [Line Items]
Number of shares warrant may be converted				1
Warrants exercise price (in dollars per share) \| $ / shares				$ 11.50
Private Placement Warrants \| Sponsor
Related Party Transaction [Line Items]
Private and public warrants to purchase shares				4,333,333
Warrants sold, price per warrant \| $ / shares				$ 3
Proceeds from sale of warrants \| $				$ 13,000,000
Sponsor Loan
Related Party Transaction [Line Items]
Warrants exercise price (in dollars per share) \| $ / shares					$ 3		$ 3
Proceeds from related party promissory note \| $					$ 1,700,000
Aggregate issuance of unsecured promissory note \| $									$ 4,000,000
Loan amounts convertible into warrants \| $					1,500,000
Sponsor Loan \| Initial Public Offering
Related Party Transaction [Line Items]
Proceeds from related party promissory note \| $				$ 300,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Due to affiliate, monthly for office space, utilities and secretarial support \| $										$ 20,000
Administrative Services Agreement \| Affiliate of the Sponsor
Related Party Transaction [Line Items]
Payments to affiliate \| $					$ 180,000		$ 384,286

Deferred Underwriting Compens_2

Deferred Underwriting Compensation - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Deferred Underwriting Compensation [Abstract]
Deferred underwriting discount payable	$ 19,250,000	$ 19,250,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount if business combination not completed	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	9 Months Ended
Income Taxes - Additional Information (Details)	Sep. 30, 2022 USD ($)
Income Tax Disclosure [Abstract]
Impact related to uncertain tax positions	$ 0
Accrued interest related to uncertain tax positions	0
Accrued penalties related to uncertain tax positions	$ 0

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details)	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Feb. 25, 2021
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term			5 years
Share price \| $ / shares	$ 0.12	$ 1.37
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Share price \| $ / shares	$ 0.12
Warrants derivative liability \| $	$ 825,000	$ 9,418,750
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants derivative liability \| $	$ 520,000	$ 5,936,666
Until Close Of Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	6 months
Subsequent To Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	5 years
Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Private placement warrants and public warrants, measurement input	0

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2021	$ 15,355,416
Change in fair value	(14,010,416)
Fair value at September 30, 2022	1,345,000
Private Placement Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2021	5,936,666
Change in fair value	(5,416,666)
Fair value at September 30, 2022	520,000
Public Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2021	9,418,750
Change in fair value	(8,593,750)
Fair value at September 30, 2022	$ 825,000

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	$ 550,504,666	$ 550,047,057
Public Warrants
Derivative warrant liabilities:
Warrants derivative liability	825,000	9,418,750
Private Placement Warrants
Derivative warrant liabilities:
Warrants derivative liability	520,000	$ 5,936,666
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	550,504,666
Fair Value, Measurements, Recurring \| Public Warrants
Derivative warrant liabilities:
Warrants derivative liability	(825,000)
Fair Value, Measurements, Recurring \| Private Placement Warrants
Derivative warrant liabilities:
Warrants derivative liability	(520,000)
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	550,504,666
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets (Level 1) \| Public Warrants
Derivative warrant liabilities:
Warrants derivative liability	(825,000)
Fair Value, Measurements, Recurring \| Significant Other Observable Inputs (Level 2) \| Private Placement Warrants
Derivative warrant liabilities:
Warrants derivative liability	$ (520,000)

Common and Preferred Stock - Ad

Common and Preferred Stock - Additional Information (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Jun. 30, 2021 $ / shares
Class Of Stock [Line Items]
Common stock, shares authorized	440,000,000
Number of votes for each share \| Vote	1
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	55,000,000	55,000,000
Common stock, shares outstanding	55,000,000	55,000,000
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000	40,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	13,750,000	13,750,000
Common stock, shares outstanding	13,750,000	13,750,000