Tishman Speyer Innovation Corp II (TSIB) 10-Q10 Aug 222022 Q2 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Aug. 09, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	Tishman Speyer Innovation Corp. II
Entity Central Index Key	0001832737
Entity File Number	001-40056
Entity Tax Identification Number	85-3869337
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	Rockefeller Center
Entity Address, Address Line Two	45 Rockefeller Plaza
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10111
City Area Code	212
Local Phone Number	715-0300
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	TSIB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		30,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifthof one redeemable warrant
Trading Symbol	TSIBU
Security Exchange Name	NASDAQ
Redeemable warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	TSIBW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 10,194	$ 546,159
Prepaid expenses	246,281	341,014
Total current assets	256,475	887,173
Prepaid expenses, non-current	0	39,240
Investments held in trust account	300,458,594	300,016,455
Total assets	300,715,069	300,942,868
Current liabilities:
Accounts payable and accrued expenses	2,106,499	2,461,184
Income taxes payable	14,818
Due to related party	164,286	104,286
Total current liabilities	2,285,603	2,565,470
Convertible promissory note	175,000
Deferred underwriters' discount	10,500,000	10,500,000
Derivative warrant liabilities	1,526,667	9,244,272
Total liabilities	14,487,270	22,309,742
Commitments and Contingencies (see Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 250,000,000 shares authorized; 30,000,000 shares at redemption value	300,149,131	300,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding
Accumulated deficit	(13,922,082)	(21,367,624)
Total stockholders' deficit	(13,921,332)	(21,366,874)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	300,715,069	300,942,868
Common Class B [Member]
Stockholders' Deficit:
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 7,500,000 shares issued and outstanding	$ 750	$ 750

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock Par value	$ 0.0001	$ 0.0001
Preferred stock share authorized	2,500,000	2,500,000
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Common stock subject to possible redemption	30,000,000	30,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common share authorized	250,000,000	250,000,000
Common share issued	0	0
Common share outstanding	0	0
Temporary equity authorized	250,000,000	250,000,000
Common Class B [Member]
Common stock, shares par value	$ 0.0001	$ 0.0001
Common share authorized	25,000,000	25,000,000
Common share issued	7,500,000	7,500,000
Common share outstanding	7,500,000	7,500,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Condensed Statements of Operations - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Formation and operating costs	$ 442,483	$ 303,558	$ 550,253	$ 521,951
Loss from operations	(442,483)	(303,558)	(550,253)	(521,951)
Other income (expense):
Interest income on investments held in Trust Account	418,753	4,559	442,139	6,613
Change in fair value of derivative warrant liabilities	2,911,277	(2,305,938)	7,717,605	(3,645,001)
Transaction costs allocated to derivative warrant liabilities	0	0	0	(521,695)
Total other income (expense), net	3,330,030	(2,301,379)	8,159,744	(4,160,083)
Income before provision for income taxes	2,887,547	0	7,609,491	0
Provision for income taxes	(14,818)	0	(14,818)	0
Net income (loss)	2,872,729	(2,604,937)	7,594,673	(4,682,034)
Common Class A [Member]
Other income (expense):
Net income (loss)	$ 2,298,183	$ (2,083,950)	$ 6,075,738	$ (3,745,627)
Weighted average shares outstanding, basic	30,000,000	30,000,000	30,000,000	22,209,945
Weighted average shares outstanding, diluted	30,000,000	30,000,000	30,000,000	22,209,945
Basic net income (loss) per common stock	$ 0.08	$ (0.07)	$ 0.2	$ (0.16)
Diluted net income (loss) per common stock	$ 0.08	$ (0.07)	$ 0.2	$ (0.16)
Common Class B [Member]
Other income (expense):
Net income (loss)	$ 574,546	$ (520,987)	$ 1,518,935	$ (936,407)
Weighted average shares outstanding, basic	7,500,000	7,500,000	7,500,000	7,500,000
Weighted average shares outstanding, diluted	7,500,000	7,500,000	7,500,000	7,500,000
Basic net income (loss) per common stock	$ 0.08	$ (0.07)	$ 0.2	$ (0.16)
Diluted net income (loss) per common stock	$ 0.08	$ (0.07)	$ 0.2	$ (0.16)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Additional Paid-in Capital [member]	Accumulated Deficit [member]	Common Class A [Member]	Common Class A [Member] Common Stock [member]	Common Class B [Member]	Common Class B [Member] Common Stock [member]
Beginning balance at Dec. 31, 2020	$ 24,002	$ 24,137	$ (998)		$ 0		$ 863
Beginning balance, Shares at Dec. 31, 2020					0		8,625,000
Forfeiture of Class B shares by Sponsor, shares					0		(1,125,000)
Forfeiture of Class B shares by Sponsor		113			$ 0		$ (113)
Accretion of Class A common stock to redemption amount	(25,693,250)	24,250	(25,669,000)
Net loss	(2,077,097)	0	(2,077,097)				0
Ending balance at Mar. 31, 2021	(27,746,345)	0	(27,747,095)		$ 0		$ 750
Ending balance, Shares at Mar. 31, 2021					0		7,500,000
Beginning balance at Dec. 31, 2020	24,002	24,137	(998)		$ 0		$ 863
Beginning balance, Shares at Dec. 31, 2020					0		8,625,000
Net loss	(4,682,034)			$ (3,745,627)		$ (936,407)
Ending balance at Jun. 30, 2021	(30,351,282)	0	(30,352,032)		$ 0		$ 750
Ending balance, Shares at Jun. 30, 2021					0		7,500,000
Beginning balance at Dec. 31, 2020	24,002	24,137	(998)		$ 0		$ 863
Beginning balance, Shares at Dec. 31, 2020					0		8,625,000
Accretion of Class A common stock to redemption amount				25,693,250
Ending balance at Dec. 31, 2021	(21,366,874)		(21,367,624)		$ 0		$ 750
Ending balance, Shares at Dec. 31, 2021					0		7,500,000
Beginning balance at Mar. 31, 2021	(27,746,345)	0	(27,747,095)		$ 0		$ 750
Beginning balance, Shares at Mar. 31, 2021					0		7,500,000
Net loss	(2,604,937)		(2,604,937)	(2,083,950)		(520,987)
Ending balance at Jun. 30, 2021	(30,351,282)	$ 0	(30,352,032)		$ 0		$ 750
Ending balance, Shares at Jun. 30, 2021					0		7,500,000
Beginning balance at Dec. 31, 2021	(21,366,874)		(21,367,624)		$ 0		$ 750
Beginning balance, Shares at Dec. 31, 2021					0		7,500,000
Net loss	4,721,944		4,721,944
Ending balance at Mar. 31, 2022	(16,644,930)		(16,645,680)		$ 0		$ 750
Ending balance, Shares at Mar. 31, 2022					0		7,500,000
Beginning balance at Dec. 31, 2021	(21,366,874)		(21,367,624)		$ 0		$ 750
Beginning balance, Shares at Dec. 31, 2021					0		7,500,000
Accretion of Class A common stock to redemption amount				149,131
Net loss	7,594,673			6,075,738		1,518,935
Ending balance at Jun. 30, 2022	(13,921,332)		(13,922,082)		$ 0		$ 750
Ending balance, Shares at Jun. 30, 2022					0		7,500,000
Beginning balance at Mar. 31, 2022	(16,644,930)		(16,645,680)		$ 0		$ 750
Beginning balance, Shares at Mar. 31, 2022					0		7,500,000
Accretion of Class A common stock to redemption amount	(149,131)		(149,131)
Net loss	2,872,729		2,872,729	$ 2,298,183		$ 574,546
Ending balance at Jun. 30, 2022	$ (13,921,332)		$ (13,922,082)		$ 0		$ 750
Ending balance, Shares at Jun. 30, 2022					0		7,500,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 2,872,729	$ 4,721,944	$ (2,604,937)	$ (2,077,097)	$ 7,594,673	$ (4,682,034)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account					(442,139)	(6,613)
Change in fair value of derivative warrant liabilities	(2,911,277)		2,305,938		(7,717,605)	3,645,001
Transaction costs allocated to derivative warrant liabilities					0	521,695
Changes in operating assets and liabilities:
Prepaid expenses					133,973	(562,611)
Income taxes payable					14,818	0
Accounts payable and accrued expenses					(354,685)	534,101
Due to related party					60,000	44,286
Net cash used in operating activities					(710,965)	(506,175)
Cash Flows from Investing Activities:
Investment in trust account					0	(300,000,000)
Net cash used in investing activities					0	(300,000,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' discount					0	294,000,000
Proceeds from issuance of convertible promissory note					175,000	0
Proceeds from issuance of private placement warrants					0	8,000,000
Payments of offering costs					0	(496,635)
Net cash provided by financing activities					175,000	301,503,365
Net change in cash					(535,965)	997,190
Cash, beginning of the period		$ 546,159		$ 1,975	546,159	1,975	$ 1,975
Cash, end of the period	$ 10,194		$ 999,165		10,194	999,165	$ 546,159
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' discount payable charged to temporary equity					$ 0	$ 10,500,000

Organization and Business Opera

Organization and Business Operations	6 Months Ended
Organization and Business Operations	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Tishman Speyer Innovation Corp. II (the “Company”) was incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from the Company’s sponsor’s leading brand, operational expertise, and global network in the real estate industry, including real estate adjacent Proptech businesses. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.” As of June 30, 2022, the Company had not yet commenced any operations. All activity through June 30, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and subsequent to the IPO, to the Company’s search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is Tishman Speyer Innovation Sponsor II, L.L.C. (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,333,334 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Transaction costs amounted to $17,018,662 consisting of $6,000,000 of underwriting fee, $10,500,000 of deferred underwriting fee and $518,662 of other offering costs. Of the total transaction costs, $521,695 was expensed as non-operating Trust Account Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern As of June 30, 2022, the Company had cash outside the Trust Account of $10,194 available for working capital needs and a working capital deficiency of $1,996,449, excluding franchise and income taxes payable. In order to finance transaction costs in connection with a Business Combination or liquidate, the Sponsors or an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company 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 to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of June 30, 2022 and December 31, 2021, $175,000 and $0 of Working Capital Loans were outstanding. All remaining cash and cash equivalents held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination, to redeem common stock and to pay taxes. As of June 30, 2022, none of the amount in the Trust Account was withdrawn as described above. The Company has until February 17, 2023 to consummate a Business Combination. 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, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2022 and December 31, 2021, the Company had no cash equivalents. Investments held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage o f $ . At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of % for the three months and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 The Company is taking the position that the deferred tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company invests in treasuries or potential unrealized interest income based on maturity. Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company’s income tax situation. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,196,283 ) Less: Class A common stock issuance costs (16,496,967 ) Add: Accretion of carrying value to redemption value 25,693,250 Class A common stock subject to possible redemption, December 31, 2021 $ 300,000,000 Add: Accretion of carrying value to redemption value 149,131 Class A common stock subject to possible redemption, June 30, 2022 300,149,131 Net Income (Loss) per Common Share The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 11,333,334 Class A common stock at $11.50 per share were issued on February 17, 2021. No warrants were exercised during the three and six months ended June 30, 2022 and 2021. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income (loss) per share of common stock: For the three months ended For the six months ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 2,298,183 $ 574,546 $ 6,075,738 $ 1,518,935 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.20 $ 0.20 For the three months ended For the six months ended Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (2,083,950 ) $ (520,987 ) $ (3,745,627 ) $ (936,407 ) Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 22,209,945 7,500,000 Basic and diluted net loss per share $ (0.07 ) $ (0.07 ) $ (0.16 ) $ (0.16 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and a non-operating expense liabilities The Company classifies deferred underwriting commissions as non-current Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The Company accounts for its 11,333,334 warrants issued in connection with its IPO and concurrent private placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at statements of operations. At February 17, 2021, the Company utilized a Monte Carlo simulation Working Capital Loans Option On May 13, 2022, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding princip a a Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February 17, 2021, the Company sold 30,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-fifth of

Private Placement Warrants

Private Placement Warrants	6 Months Ended
Private Placement Warrants	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Private Placement Warrants	Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. The initial stockholders, including the Sponsor, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On November 18, 2020, the Sponsor paid an aggregate price of $25,000 in exchange for the issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). On November 24, 2020, the Sponsor forfeited 5,750,000 Founder Shares to the Company. On January 22, 2021, the Company effected a 2.5-for-1 Class B a 1.2-for-1 Class B The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, the founder shares will be released from the lockup if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, Administrative Support Agreement Commencing on the IPO and through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three and six months ended June 30, 2022, the Company has incurred $30,000 and $60,000 respectively, in expense under the support agreement. For the three and six months ended June 30, 2021, the Company has incurred $30,000 and $44,286 in expense under the support agreement, respectively. As of June 30, 2022 and December 31, 2021, the administrative support expense remains unpaid and is reported as due to related party. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had borrowed $175,000 and $0, respectively, under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement will not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Underwriting Agreement On February 17, 2021, the underwriters were paid cash underwriting commissions of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7 — Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Prior to the initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the Company’s board of directors for any reason. On any other matter submitted to a vote of stockholders, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis on an as-converted basis, 20% one-for-one basis.

Warrants

Warrants	6 Months Ended
Warrants	Jun. 30, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrants	Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading In addition, the Company may call the Public Warrants for redemption: • in whole and not in part; • at $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading • if the closing price of Class A common stock for any 20 trading days within a 30-trading In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2022 Carrying Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 300,458,594 $ 300,458,594 $ — $ — Liabilities: Warrant liabilities $ 1,526,667 $ $ 780,000 $ — $ 746,667 December 31, 2021 Carrying Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 300,016,455 $ 300,016,455 $ — $ — Liabilities: Warrant liabilities $ 9,244,272 $ 4,626,600 $ — $ 4,617,672 At June 30, 2022 and December 31, 2021, the Company use the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private warrants with changes in fair value charged to the condensed statements of operations. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in the model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements: June 30, December 31, Stock price $ 9.79 $ 9.75 Strike price $ 11.5 $ 11.5 Term (in years) 5.64 5.58 Volatility 2.4 % 14.9 % Risk-free rate 3.02 % 1.31 % Dividend yield 0.0 % 0.0 % There were no transfers between levels for the three and six months ended June 30, 2022 and 2021. The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s assets and liabilities classified as Level 3: Derivative Fair Value at January 1, 2022 $ 4,617,672 Change in fair value (2,459,728 ) Fair Value at March 31, 2022 $ 2,157,944 Change in fair value (1,411,277 ) Fair Value at June 30, 2022 $ 746,667 Derivative Fair value at January 1, 2021 $ — Initial value at IPO date 17,509,557 Change in fair value 1,025,789 Fair Value at March 31, 2021 $ 18,535,346 Change in fair value 2,305,938 Transfer of Public warrants from Level 3 to Level 1 (7,619,400 ) Fair Value at June 30, 2021 $ 13,221,884

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read 10-K
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
Use of Estimates	Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2022 and December 31, 2021, the Company had no cash equivalents.
Investments held in Trust Account	Investments held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage o f $ . At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,196,283 ) Less: Class A common stock issuance costs (16,496,967 ) Add: Accretion of carrying value to redemption value 25,693,250 Class A common stock subject to possible redemption, December 31, 2021 $ 300,000,000 Add: Accretion of carrying value to redemption value 149,131 Class A common stock subject to possible redemption, June 30, 2022 300,149,131
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 11,333,334 Class A common stock at $11.50 per share were issued on February 17, 2021. No warrants were exercised during the three and six months ended June 30, 2022 and 2021. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income (loss) per share of common stock: For the three months ended For the six months ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 2,298,183 $ 574,546 $ 6,075,738 $ 1,518,935 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.20 $ 0.20 For the three months ended For the six months ended Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (2,083,950 ) $ (520,987 ) $ (3,745,627 ) $ (936,407 ) Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 22,209,945 7,500,000 Basic and diluted net loss per share $ (0.07 ) $ (0.07 ) $ (0.16 ) $ (0.16 )
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and a non-operating expense liabilities The Company classifies deferred underwriting commissions as non-current
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The Company accounts for its 11,333,334 warrants issued in connection with its IPO and concurrent private placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at statements of operations. At February 17, 2021, the Company utilized a Monte Carlo simulation
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of % for the three months and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 The Company is taking the position that the deferred tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company invests in treasuries or potential unrealized interest income based on maturity. Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company’s income tax situation. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Working Capital Loans Option	Working Capital Loans Option On May 13, 2022, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding princip a a
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
Significant Accounting Policies (Tables)	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Reconciliation of the Net Loss Per Common Stock	Below is a reconciliation of the net income (loss) per share of common stock: For the three months ended For the six months ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 2,298,183 $ 574,546 $ 6,075,738 $ 1,518,935 Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.20 $ 0.20 For the three months ended For the six months ended Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (2,083,950 ) $ (520,987 ) $ (3,745,627 ) $ (936,407 ) Denominator: Weighted-average shares outstanding 30,000,000 7,500,000 22,209,945 7,500,000 Basic and diluted net loss per share $ (0.07 ) $ (0.07 ) $ (0.16 ) $ (0.16 )
Schedule of Temporary Equity	At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,196,283 ) Less: Class A common stock issuance costs (16,496,967 ) Add: Accretion of carrying value to redemption value 25,693,250 Class A common stock subject to possible redemption, December 31, 2021 $ 300,000,000 Add: Accretion of carrying value to redemption value 149,131 Class A common stock subject to possible redemption, June 30, 2022 300,149,131

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Summary Of Assets And Laibilities Measured At Fair Value	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2022 Carrying Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 300,458,594 $ 300,458,594 $ — $ — Liabilities: Warrant liabilities $ 1,526,667 $ $ 780,000 $ — $ 746,667 December 31, 2021 Carrying Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 300,016,455 $ 300,016,455 $ — $ — Liabilities: Warrant liabilities $ 9,244,272 $ 4,626,600 $ — $ 4,617,672
Summary Of Quantitative Information Regarding Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements: June 30, December 31, Stock price $ 9.79 $ 9.75 Strike price $ 11.5 $ 11.5 Term (in years) 5.64 5.58 Volatility 2.4 % 14.9 % Risk-free rate 3.02 % 1.31 % Dividend yield 0.0 % 0.0 % There were no transfers between levels for the three and six months ended June 30, 2022 and 2021.
Summary of Reconciliation of Changes in Fair Value of the Derivative Warrant Liabilities	The following table provides a reconciliation of changes in fair value of the beginning and ending balances of the Company’s assets and liabilities classified as Level 3: Derivative Fair Value at January 1, 2022 $ 4,617,672 Change in fair value (2,459,728 ) Fair Value at March 31, 2022 $ 2,157,944 Change in fair value (1,411,277 ) Fair Value at June 30, 2022 $ 746,667 Derivative Fair value at January 1, 2021 $ — Initial value at IPO date 17,509,557 Change in fair value 1,025,789 Fair Value at March 31, 2021 $ 18,535,346 Change in fair value 2,305,938 Transfer of Public warrants from Level 3 to Level 1 (7,619,400 ) Fair Value at June 30, 2021 $ 13,221,884

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)		6 Months Ended
	Feb. 17, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Price Per Share	$ 10
Transaction costs		$ 17,018,662
Underwriting Fees Paid	$ 6,000,000
Other Offering Costs		518,662
Proceeds from issuance of Private Placement Warrants		$ 0	$ 8,000,000
Equity Method Investment, Ownership Percentage		50%
Temporary Equity, Redemption Price Per Share		$ 10
Per Share Amount In The Trust Account For Distribution To The Public Shareholders		$ 10
Cash		$ 10,194		$ 546,159
Deferred Underwriting Commissions Charged to Additional Paid in Capital	10,500,000	10,500,000
Minimum Net Tangible Assets Required For Consummation Of A Business Combination		5,000,001
Working Capital Deficit		1,996,449
Promissory note, Outstanding balance		164,286		104,286
Working Capital Loans [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Promissory note, Outstanding balance		$ 175,000		$ 0
Convertible working Capital Loans, Conversion price per warrant		$ 1.5
Convertible working Capital Loans		$ 1,500,000
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage Of The Fair Value Of Assets In Trust Account Of Target Company Net Of Deferred Underwriting Commissions And Taxes		80%
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares New Issues		5,333,334
Class of Warrant or Right, Price Per Warrant		$ 1.5
Proceeds from issuance of Private Placement Warrants		$ 300,000,000
Maturity Date		185 days
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares New Issues		30,000,000
Price Per Share		$ 10
Gross proceed		$ 300,000,000
Other Offering Costs	518,695
Maximum Percentage Of Shares Redeemed On Non completion Of Business Combination		100%
Deferred Underwriting Commissions Charged to Additional Paid in Capital	$ 10,500,000
Period Of Closing		24 months
Transaction costs [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction costs		$ 521,695

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended		6 Months Ended
	Feb. 17, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	May 13, 2022	Dec. 31, 2021
Financing Receivable, Impaired [Line Items]
Concentration Risk, Credit Risk, Uninsured Deposits				250,000
Deferred Underwriting Commissions Charged to Additional Paid in Capital	$ 10,500,000			$ 10,500,000
Other Offering Costs				$ 518,662
Number Of Warrants Issued				11,333,334
Number of warrants exercised		0	0	0	0
Effective Statutory Income Tax Rate		21%	21%	21%	21%
Percentage Of Net Operating Losses Eligible For Utilization				80%
Unrecognized Tax Benefits		$ 0		$ 0			$ 0
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued		0		0			$ 0
Sponsor [Member] \| Working Capital Loan Option [Member]
Financing Receivable, Impaired [Line Items]
Debt Instrument Convertible Carrying Amount Of The Equity Component		$ 0		$ 0		$ 300,000
Debt Instrument Face Amount						$ 300,000
Debt Instrument Convertible Conversion Price						$ 1.5
Class Of Warrant Or Right Outstanding						200,000
Private and Public Warrants [Member]
Financing Receivable, Impaired [Line Items]
Number Of Warrants Issued	11,333,334
Class of Warrant or Right, Price Per Warrant	$ 11.5
IPO [Member]
Financing Receivable, Impaired [Line Items]
Offering cost	$ 17,018,662
Underwriting fees Paid	6,000,000
Deferred Underwriting Commissions Charged to Additional Paid in Capital	10,500,000
Other Offering Costs	518,695
Transaction Costs	$ 521,695
Common Class A [Member]
Financing Receivable, Impaired [Line Items]
Class A common stock subject to possible redemption, Shares		30,000,000		30,000,000			30,000,000

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Temporary Equity (Detail) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Less: Proceeds allocated to Public Warrants			$ 0	$ 8,000,000
Less: Class A common stock issuance costs			0	$ (496,635)
Add: Accretion of carrying value to redemption value	$ (149,131)	$ (25,693,250)
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds					$ 300,000,000
Less: Proceeds allocated to Public Warrants					(9,196,283)
Less: Class A common stock issuance costs					(16,496,967)
Add: Accretion of carrying value to redemption value			149,131		25,693,250
Class A common stock subject to possible redemption	$ 300,149,131		$ 300,149,131		$ 300,000,000

Significant Accounting Polici_6

Significant Accounting Policies - Summary of Reconciliation of the Net Loss Per Common Stock (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Allocation of net income (loss)	$ 2,872,729	$ 4,721,944	$ (2,604,937)	$ (2,077,097)	$ 7,594,673	$ (4,682,034)
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ 2,298,183		$ (2,083,950)		$ 6,075,738	$ (3,745,627)
Denominator
Weighted average shares outstanding, basic	30,000,000		30,000,000		30,000,000	22,209,945
Weighted average shares outstanding, diluted	30,000,000		30,000,000		30,000,000	22,209,945
Basic net income (loss) per common stock	$ 0.08		$ (0.07)		$ 0.2	$ (0.16)
Diluted net income (loss) per common stock	$ 0.08		$ (0.07)		$ 0.2	$ (0.16)
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ 574,546		$ (520,987)		$ 1,518,935	$ (936,407)
Denominator
Weighted average shares outstanding, basic	7,500,000		7,500,000		7,500,000	7,500,000
Weighted average shares outstanding, diluted	7,500,000		7,500,000		7,500,000	7,500,000
Basic net income (loss) per common stock	$ 0.08		$ (0.07)		$ 0.2	$ (0.16)
Diluted net income (loss) per common stock	$ 0.08		$ (0.07)		$ 0.2	$ (0.16)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Feb. 17, 2021	Jun. 30, 2022	Dec. 31, 2021
Sale of Share	30,000,000
Price Per Share	$ 10
Common stock, shares par value	0.0001
Common Class A [Member]
Common stock, shares par value		$ 0.0001	$ 0.0001
Common Stock Price Per Share	$ 11.5	$ 11.5

Private Placement Warrants - Ad

Private Placement Warrants - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2022 USD ($) trading $ / shares shares	Feb. 17, 2021 $ / shares
Common Class A [Member]
Common Stock Price Per Share \| $ / shares	$ 11.5	$ 11.5
Common Stock, Shares Transfer, Threshold Consecutive Trading Days \| trading	20
Common Stock, Shares Transfer, Threshold Trading Days \| trading	30
Common Stock, Shares Transfer, Restriction On Number Of Days After Business Combination \| trading	150
Private Placement Warrant [Member]
Stock Issued During Period Shares New Issues \| shares	5,333,334
Aggregate Purchase Price \| $	$ 8,000,000
Class of Warrant or Right, Price Per Warrant \| $ / shares	$ 1.5
Minimum [Member] \| Common Class A [Member]
Common Stock Price Per Share \| $ / shares	$ 12

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)						3 Months Ended		6 Months Ended
	Mar. 28, 2021 shares	Feb. 12, 2021 shares	Jan. 22, 2021 shares	Nov. 24, 2020 shares	Nov. 18, 2020 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) shares	Feb. 17, 2021 $ / shares
Related Party Transaction [Line Items]
Number of years agreed by stockholders not to transfer assign or sell founder shares								1 year
Promissory note, Outstanding balance \| $						$ 164,286		$ 164,286		$ 104,286
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Promissory note, Outstanding balance \| $						175,000		175,000		$ 0
Convertible working Capital Loans \| $						$ 1,500,000		$ 1,500,000
Convertible working Capital Loans, Conversion price per warrant \| $ / shares						$ 1.5		$ 1.5
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding						0		0		0
Common stock, shares issued						0		0		0
Share price \| $ / shares						$ 11.5		$ 11.5			$ 11.5
Common Class A [Member] \| Share Price Equals Or Exceeds 12Usd [Member]
Related Party Transaction [Line Items]
Share price \| $ / shares						$ 12		$ 12
Common Class B [Member]
Related Party Transaction [Line Items]
Stock Split effected by the company		1.2	2.5
Common stock, shares, outstanding						7,500,000		7,500,000		7,500,000
Common stock, shares issued						7,500,000		7,500,000		7,500,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding		8,625,000	7,187,500
Founder Shares [Member] \| Common Class A [Member]
Related Party Transaction [Line Items]
Number of consecutive trading days determining release of founder shares								20 days
Number of trading days determining release of founder shares								30 days
Threshold days after the company's initial business combination determining release of founder shares								150 days
Sponsor [Member] \| Commercial Paper [Member]
Related Party Transaction [Line Items]
Promissory note, Face amount \| $						$ 300,000		$ 300,000
Promissory note, Outstanding balance \| $						0		0
Sponsor [Member] \| Office Space Secretarial And Administrative Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction \| $								10,000
General and adminstrative expenses related party transactions \| $						$ 30,000	$ 30,000	$ 60,000	$ 44,286
Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services \| $					$ 25,000
Stock Issued During Period, Shares, Issued for Services					8,625,000
Sponsor [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock Forfeited During the Period Shares	1,125,000			5,750,000
Common stock, shares, outstanding						7,500,000		7,500,000		7,500,000
Common stock, shares issued						7,500,000		7,500,000		7,500,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)		6 Months Ended
	Feb. 17, 2021	Jun. 30, 2022
Other Commitments [Line Items]
Underwriting commission percentage	2%
Underwriting commissions paid	$ 6,000,000
Deferred underwriting fee payable per share	$ 0.35
Deferred underwriting commissions charged to additional paid in capital	$ 10,500,000	$ 10,500,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Feb. 17, 2021
Stockholders' Equity Note [Line Items]
Preferred stock share authorized	2,500,000	2,500,000
Preferred stock Par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares outstanding	0	0
Common stock, shares par value			$ 0.0001
Voting rights	one
Common stock, threshold percentage on conversion of shares	20%
Common Class A [Member]
Stockholders' Equity Note [Line Items]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common stock subject to possible redemption	30,000,000	30,000,000
Common stock, Conversion basis	one-for-one
Common Class B [Member]
Stockholders' Equity Note [Line Items]
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares issued	7,500,000	7,500,000
Common stock, shares outstanding	7,500,000	7,500,000
Common stock, Conversion basis	one-for-one

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares	6 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Jun. 30, 2022	Feb. 17, 2021
Class of Warrant or Right [Line Items]
Threshold limit to file with the SEC a registration statement	15 days
Percentage proceeds from issuances more to total equity proceeds	50%
Warrant minimum days' for prior written notice of redemption	30 days
Number of consecutive trading days to determine call of warrant redemption	20 days
Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 11.5	$ 11.5
Number of trading days to determine warrant exercise price	10 days
Number of trading days to determine call of warrant redemption	30 days
Common Class A [Member] \| Business Agreement [Member]
Class of Warrant or Right [Line Items]
Business acquisition, share price	$ 9.2
Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Share price	12
Share price less than 9.20 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 9.2
Warrants, Exercise price percentage	115%
Share price equals or exceeds 18 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 18
Warrants redemption trigger price adjusted percentage	180%
Share price equals or exceeds 10 USD [Member]
Class of Warrant or Right [Line Items]
Share price	$ 10
Share price equals or exceeds 10 USD [Member] \| Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days to determine call of warrant redemption	20 days
Share price equals or exceeds 10 USD [Member] \| Common Class A [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Share price	$ 10
Number of trading days to determine call of warrant redemption	30 days
Public Warrant [Member]
Class of Warrant or Right [Line Items]
Number of days from which public warrants will become exercisable	30 days
Number of months from which public warrants will become exercisable	12 months
Warrant, expiration	5 years
Public Warrant [Member] \| Share price equals or exceeds 18 USD [Member]
Class of Warrant or Right [Line Items]
Warrants, redemption price per share	$ 0.01
Public Warrant [Member] \| Share price equals or exceeds 10 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Warrants, redemption price per share	$ 0.1
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of days warrant will not be transferable, assignable or salable	30 days
Private Placement Warrants [Member] \| Share price equals or exceeds 18 USD [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Share price	$ 18
Private Placement Warrants [Member] \| Share price equals or exceeds 18 USD [Member] \| Common Class A [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Number of trading days to determine call of warrant redemption	20 days
Private Placement Warrants [Member] \| Share price equals or exceeds 18 USD [Member] \| Common Class A [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days to determine call of warrant redemption	30 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Assets And Laibilities Measured At Fair Value (Detail) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 300,458,594	$ 300,016,455
Fair Value, Recurring [Member]
Assets:
Investments held in Trust Account	300,458,594	300,016,455
Liabilities:
Warrant liabilities	1,526,667	9,244,272
Fair Value, Recurring [Member] \| Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	300,458,594	300,016,455
Liabilities:
Warrant liabilities	780,000	4,626,600
Fair Value, Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Warrant liabilities	$ 746,667	$ 4,617,672

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	Jun. 30, 2022
Measurement input dividend rate based on historical rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Level 3 [Member]	Jun. 30, 2022 yr $ / shares	Dec. 31, 2021 yr $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price	$ 9.79	$ 9.75
Strike price	$ 11.5	$ 11.5
Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input \| yr	5.64	5.58
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	2.4	14.9
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	3.02	1.31
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value of the Derivative Warrant Liabilities (Detail) - Level 3 [Member] - Derivative Warrant Liabilities [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value beginning	$ 2,157,944	$ 4,617,672	$ 18,535,346
Initial value at IPO date				17,509,557
Change in fair value	(1,411,277)	(2,459,728)	2,305,938	1,025,789
Transfer of Public warrants from Level 3 to Level 1			(7,619,400)
Fair Value ending	$ 746,667	$ 2,157,944	$ 13,221,884	$ 18,535,346