Oyster Enterprises Acquisition (OSTR) 10-Q15 Aug 222022 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - 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
Entity File Number	001-39910
Entity Registrant Name	Oyster Enterprises Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3607783
Entity Address, Address Line One	777 South Flagler Drive
Entity Address, Address Line Two	Suite 800W
Entity Address, City or Town	West Palm Beach
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	212
Local Phone Number	888-5500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001834226
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock
Trading Symbol	OSTRU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	OSTR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		5,750,000
Redeemable Warrants Exercisable For Class Common Stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment
Trading Symbol	OSTRW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Units
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 111,757	$ 673,211
Prepaid expenses	33,076	729
Total current assets	144,833	673,940
Investments held in Trust Account	230,359,359	230,013,905
Total assets	230,504,192	230,687,845
Current liabilities:
Accounts payable	99,278	0
Accrued expenses	19,854	33,949
Working Capital Loan - related party	500,000	500,000
Franchise tax payable	14,847	195,118
Total current liabilities	633,979	729,067
Deferred underwriting commissions in connection with the initial public offering	8,050,000	8,050,000
Warrant liabilities	2,346,500	8,303,000
Total liabilities	11,030,479	17,082,067
Commitments and contingencies
Class A common stock, $0.0001 par value; 23,000,000 shares authorized, issued and outstanding, subject to possible redemption at $10.00 per share, at June 30, 2022 and December 31, 2021	230,079,088	230,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021
Additional paid-in capital	0	0
Accumulated deficit	(10,605,950)	(16,394,797)
Total Stockholders' Deficit	(10,605,375)	(16,394,222)
Total Liabilities, Class A common stock subject to possible redemption and Stockholders' Deficit	230,504,192	230,687,845
Class A Common Stock
Stockholders' Deficit:
Common stock	0	0
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 575	$ 575

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares Authorized	23,000,000	23,000,000
Temporary equity, shares issued	23,000,000	23,000,000
Temporary equity, shares outstanding	23,000,000	23,000,000
Temporary Equity, Redemption Price Per Share	$ 10	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	5,750,000	5,750,000
Common shares, shares outstanding	5,750,000	5,750,000

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
General and administrative costs	$ 91,789	$ 137,041	$ 334,019	$ 281,589
Franchise tax expense	50,000		100,000
Loss from operations	(141,789)	(137,041)	(434,019)	(281,589)
Other income (expense), net:
Investment income on Trust Account	326,682	3,495	345,454	6,010
Change in fair value of warrant liabilities	2,166,000	(3,610,000)	5,956,500	5,070,000
Transaction costs allocated to warrant liabilities				(672,964)
Total other income (expense), net	2,492,682	(3,606,505)	6,301,954	4,403,046
Net income (loss)	$ 2,350,893	$ (3,743,546)	$ 5,867,935	$ 4,121,457
Class A Common Stock
Other income (expense), net:
Weighted average shares outstanding Basic	23,000,000	23,000,000	23,000,000	20,232,044
Weighted average shares outstanding Diluted	23,000,000	23,000,000	23,000,000	20,232,044
Basic earnings (loss) per share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16
Diluted earnings (loss) per share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16
Class B Common Stock
Other income (expense), net:
Weighted average shares outstanding Basic	5,750,000	5,750,000	5,750,000	5,633,978
Weighted average shares outstanding Diluted	5,750,000	5,750,000	5,750,000	5,633,978
Basic earnings (loss) per share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16
Diluted earnings (loss) per share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit).	Total
Balance at the beginning at Dec. 31, 2020	$ 575	$ 24,425	$ (21,000)	$ 4,000
Balance at the beginning (in shares) at Dec. 31, 2020	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A Common Stock to redemption amount		(24,425)	(24,333,163)	(24,357,588)
Net income (loss)			7,865,003	7,865,003
Balance at the end at Mar. 31, 2021	$ 575		(16,489,160)	(16,488,585)
Balance at the end (in shares) at Mar. 31, 2021	5,750,000
Balance at the beginning at Dec. 31, 2020	$ 575	24,425	(21,000)	4,000
Balance at the beginning (in shares) at Dec. 31, 2020	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				4,121,457
Balance at the end at Jun. 30, 2021	$ 575		(20,232,706)	(20,232,131)
Balance at the end (in shares) at Jun. 30, 2021	5,750,000
Balance at the beginning at Mar. 31, 2021	$ 575		(16,489,160)	(16,488,585)
Balance at the beginning (in shares) at Mar. 31, 2021	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(3,743,546)	(3,743,546)
Balance at the end at Jun. 30, 2021	$ 575		(20,232,706)	(20,232,131)
Balance at the end (in shares) at Jun. 30, 2021	5,750,000
Balance at the beginning at Dec. 31, 2021	$ 575	0	(16,394,797)	(16,394,222)
Balance at the beginning (in shares) at Dec. 31, 2021	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		0	3,517,042	3,517,042
Balance at the end at Mar. 31, 2022	$ 575	0	(12,877,755)	(12,877,180)
Balance at the end (in shares) at Mar. 31, 2022	5,750,000
Balance at the beginning at Dec. 31, 2021	$ 575	0	(16,394,797)	(16,394,222)
Balance at the beginning (in shares) at Dec. 31, 2021	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				5,867,935
Balance at the end at Jun. 30, 2022	$ 575	0	(10,605,950)	(10,605,375)
Balance at the end (in shares) at Jun. 30, 2022	5,750,000
Balance at the beginning at Mar. 31, 2022	$ 575	0	(12,877,755)	(12,877,180)
Balance at the beginning (in shares) at Mar. 31, 2022	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A Common Stock to redemption amount		0	(79,088)	(79,088)
Net income (loss)		0	2,350,893	2,350,893
Balance at the end at Jun. 30, 2022	$ 575	$ 0	$ (10,605,950)	$ (10,605,375)
Balance at the end (in shares) at Jun. 30, 2022	5,750,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 5,867,935	$ 4,121,457
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account	(345,454)	(6,010)
Change in fair value of warrant liabilities	(5,956,500)	(5,070,000)
Changes in operating assets and liabilities:
Prepaid expenses	(32,347)	(3,229)
Accounts payable	99,278	17,509
Accrued expenses	(14,095)	10,338
Franchise tax payable	(180,271)
Net cash used in operating activities	(561,454)	(929,935)
Cash flows from investing activities:
Investment of cash into Trust Account	0	(230,000,000)
Net cash used in investing activities	0	(230,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid	0	225,953,432
Proceeds from sale of Private Placement Warrants	0	6,550,000
Repayment of note payable-related party	0	(75,000)
Payment of offering costs	0	(1,045,927)
Net cash provided by financing activities	0	231,382,505
Net increase (decrease) in cash	(561,454)	452,570
Cash-beginning of the period	673,211	39,907
Cash-ending of the period	$ 111,757	492,477
Supplemental disclosure of noncash activities:
Deferred underwriting fee payable		$ 8,050,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Organization and General Oyster Enterprises Acquisition Corp. (the “ Company Initial Business Combination Securities Act JOBS Act As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the initial public offering (“ Initial Public Offering IPO Sponsor and Initial Financing The Company’s sponsor is Oyster Enterprises LLC, a Delaware limited liability company (the “ Sponsor Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“ Private Placement Private Placement Warrant Private Placement Warrants The Trust Account Upon the closing of the Initial Public Offering and the Private Placement on January 22, 2021 and the sale of Over-Allotment Units on January 28, 2021, an amount of $230.0 million ($10.00 per Unit) of the net proceeds from the Initial Public Offering and the Private Placement were placed in a trust account (the “ Trust Account Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the Private Placement deposited in the Trust Account will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of Class A common stock sold as part of the Units (as defined below) (Note 4) in the Initial Public Offering that have been properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to have their Public Shares redeemed or to redeem 100% of the Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the Initial Public Offering, as such period may be extended by a stockholder vote, the (“ Combination Period Initial Business Combination The Initial Business Combination must occur 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 (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned in the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial 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 Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its Public Shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor and the Company’s directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (Note 5) held by them if the Company fails to complete an Initial Business Combination during the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination during the Combination Period. Liquidity, Capital Resources and Going Concern As of June 30, 2022, the Company had approximately $112,000 in its operating bank account and working capital deficiency of approximately $490,000. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan of up to $350,000 under a promissory note from the Sponsor (see Note 4), and the net proceeds of $724,000 from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the $75,000 outstanding balance of the Note (as defined in Note 4) on January 22, 2021. On December 30, 2021, the Company issued an unsecured promissory note (the “ Sponsor Working Capital Loan 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Use of Estimates The preparation of condensed financial statements in conformity with 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 expenses during the reporting period. These estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and warrants, (ii) measurement of warrant liabilities, (iii) income taxes, and (iv) legal contingencies. Actual results could differ from those estimates. Emerging Growth Company The Company is an emerging growth company, as defined in the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of June 30, 2022 and December 31, 2021, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds that trade in U.S. Treasury securities, meeting the conditions of Rule 2a-7 of the Investment Company Act. 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 of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on the account and management believes the Company is not exposed to significant risks on its account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“ FASB ASC As of June 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of money market funds invested in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liabilities are recognized at fair value. The fair value of the Working Capital Loans approximates the carrying value of the outstanding principal due to the short-term nature of the loan. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB’s ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, 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 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 statement of operations. The fair value of the Public Warrants (as defined in Note 3) issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods where there was no trading price, the fair value of the Public Warrants has been estimated using a Black-Scholes option pricing model and the Private Placement Warrants were measured using a Monte Carlo simulation model (see Note 8). For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value of both the Public Warrants and Private Placement Warrants as of each relevant date. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,155,000) Class A common stock issuance costs (13,202,588) Plus: Accretion of carrying value to redemption value 24,436,676 Class A common stock subject to possible redemption $ 230,079,088 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other costs incurred that were directly related to the Initial Public Offering. Total offering costs amounting to $13,875,552, comprised of $12,650,000 of underwriting fees, and $1,225,552 of other offering costs, were allocated between the proceeds of the Class A shares and Public Warrants issued based on the relative fair value method. The offering costs allocated to the Class A shares issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $13,202,588 were charged to temporary equity upon the completion of the Initial Public Offering. Issuance costs of $672,694 attributed to the Public Warrants were expensed in general and administrative costs in the condensed statements of operations. Net Earnings Per Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net earnings (loss) per common share is computed by dividing the pro rata net earnings (loss) between the Class A common shares and the Class B common shares by the weighted average number of shares of common stock outstanding for each of the periods. The Company has not considered the effect of Sponsor Working Capital Loan, and the Public Warrants and Private Placement Warrants sold in the Initial Public Offering to purchase 18,050,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Redeemable Class A Common Stock Numerator: Earnings (Loss) allocable to Redeemable Class A Common Stock $ 1,880,714 $ (2,994,837) $ 4,694,348 $ 3,223,747 Denominator: Weighted Average Redeemable Class A Common Stock, Basic and Diluted 23,000,000 23,000,000 23,000,000 20,232,044 Earnings (Loss)/Basic and Diluted Redeemable Class A Class B Common Stock $ 0.08 $ (0.13) $ 0.20 $ 0.16 Non-Redeemable Class B Common Stock Numerator: Earnings (Loss) allocable to Class B Common Stock $ 470,179 $ (748,709) $ 1,173,587 $ 897,710 Denominator: Weighted Average Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,750,000 5,750,000 5,633,978 Earnings (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock $ 0.08 $ (0.13) $ 0.20 $ 0.16 As of June 30, 2022 and 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a significant effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.2 million, inclusive of $7.0 million in deferred underwriting commissions. On January 28, 2021, the Company consummated the sale of an additional of 3,000,000 Units at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of their over-allotment option, generating additional gross proceeds of $30.0 million, and incurring additional offering costs of approximately $1.7 million, inclusive of approximately $1.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered), and one Public Warrant

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On November 16, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock (the “ Founder Shares The Founder Shares are identical to the Class A common stock included in the Units sold in the Initial Public Offering except that the holders of the Founder Shares have the right to elect all of the directors prior to the Initial Business Combination, the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights and certain transfer restrictions, as described in more detail below. The Sponsor and the Company’s officers and directors have agreed, and any other permitted holders of the Founder Shares will agree, subject to limited exceptions, 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 Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,950,000 Private Placement Warrants to the Sponsor and the underwriters at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5.95 million. Among the Private Placement Warrants, 4,450,000 Private Placement Warrants were purchased by the Sponsor, 1,200,000 Private Placement Warrants were purchased by Imperial Capital, LLC, and 300,000 Private Placement Warrants were purchased by I-Bankers Securities, Inc. In connection with the consummation of the sale of additional Units pursuant to the underwriters’ exercise in full of their over-allotment option, on January 28, 2021, the Company sold an additional 600,000 Private Placement Warrants to the Sponsor and the underwriters at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of approximately $0.6 million. Among these additional Private Placement Warrants, 375,000 Private Placement Warrants were purchased by the Sponsor, 180,000 Private Placement Warrants were purchased by Imperial Capital, LLC, and 45,000 Private Placement Warrants were purchased by I-Bankers Securities, Inc. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering and held in the Trust Account. If the Initial Business Combination is not completed during the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. The holders of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans The Sponsor had agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note On December 30, 2021, the Company issued an unsecured promissory note to its Sponsor, which provides for borrowings from time to time of up to an aggregate of $1,500,000 (“ Working Capital Loans

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Warrants will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement entered into by the Company on January 19, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the closing date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the public offering price less underwriting discounts. Any Units issued or sold under the option will be issued and sold on the same terms and conditions as the other Units in the Initial Public Offering. On January 28, 2021, the Company consummated the sale of an additional 3,000,000 Units at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of the over-allotment option. The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering. An additional fee of 3.5% of the gross offering proceeds will be payable to the underwriters upon the Company’s completion of an Initial Business Combination, from the amounts held in the Trust Account. In connection with the consummation of the sale of the additional Units pursuant to the underwriters’ full exercise of the over-allotment option, on January 28, 2021, the underwriters were entitled to an aggregate of $0.6 million in fees payable upon closing and an additional deferred underwriting commissions of approximately $1.1 million.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2022
Stockholders' Equity
Stockholders' Equity	Note 6 — Stockholders’ Equity Preferred Stock Class A Common Stock — If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. The shares of Class A common stock are redeemable upon the consummation of the Company’s Initial Business Combination, subject to limitation described in Note 1. In addition, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1). In accordance with ASC Topic 480, Distinguishing Liabilities from Equity, the Company will classify a portion of the shares of Class A common stock subject to redemption rights as temporary equity. As a result, upon completion of the Initial Public Offering, those shares of Class A common stock will be recorded at redemption amount and classified as temporary equity. Class B Common Stock — The shares of Class B common stock shall automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights described in Note 4. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law and except that, prior to the Initial Business Combination, only holders of the Class B common stock will have the right to vote on the election of directors and only a majority of such holders may remove a member of the Company’s board of directors for any reason. Each share of common stock has one vote on all such matters. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Warrants

Warrants	6 Months Ended
Warrants	Jun. 30, 2022
Warrants
Warrants	Note 7 — Warrants As of June 30, 2022 and December 31, 2021, the Company has outstanding warrants to purchase an aggregate of 18,050,000 shares of the Company’s Class A common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the over-allotment) (together, the “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 the Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (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 after the closing of the Initial Business Combination, but in no later than 15 business days after closing, the Company will use its reasonable best 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 reasonable best efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and the Company will use its reasonable best efforts 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 Public 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 reasonable best 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 the Initial Business Combination or earlier upon redemption or liquidation. 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 the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and will be exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Once the Warrants become exercisable, 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 reported sale price of the Class A common stock on each of 20 trading days within the 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “ Reference Value ”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table to be described in the warrant agreement, based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “ Newly Issued Price Market Value In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete the Initial 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 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 Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $230,359,359 and $230,013,905 in money market funds that trade in U.S. Treasury securities, respectively. During the three and six months ended June 30, 2022 and 2021, the Company did not withdraw any interest income from the Trust Account. As of June 30, 2022 and December 31, 2021, there were 11,500,000 Public Warrants and 6,550,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of June 30, 2022 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,359,359 $ — $ — $ 230,359,359 Financial Liabilities Warrant liabilities – Public Warrants $ 1,495,000 $ — $ — $ 1,495,000 Warrant liabilities – Private Placement Warrants $ — $ 851,500 $ — $ 851,500 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,013,905 $ — $ — $ 230,013,905 Financial Liabilities Warrant liabilities – Public Warrants $ 5,290,000 $ — $ — $ 5,290,000 Warrant liabilities – Private Placement Warrants $ — $ 3,013,000 $ — $ 3,013,000 On issuance, the Company utilized a Monte Carlo simulation model to value the warrants. The Public and Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. As of June 30, 2022 and December 31, 2021 the Company is using the fair value of the Public Warrants to value the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet dates, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the three and six months ended June 30, 2022. There were no transfers between levels for the three and six months ended June 30, 2021 other than the transfer of the Public Warrants from Level 3 to Level 1 following the detachment of the Public Warrants from the Units on March 12, 2021. The change in the fair value of warrant liabilities, measured using Level 3 inputs, for the three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at January 22, 2021 $ — Initial measurement of Public Warrants, at issuance 11,155,000 Initial measurement of Private Placement Warrants, at issuance 6,550,000 Change in fair value of warrant liabilities (8,680,000) Warrant liabilities at March 31, 2021 9,025,000 Transfer of Public Warrants to Level 1 (5,750,000) Change in fair value of warrant liabilities 1,310,000 Warrant liabilities at June 30, 2021 $ 4,585,000

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Oher than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On August 9, 2022, the Company borrowed additional $500,000 under the Sponsor Working Capital Loans. The proceeds of the Sponsor Working Capital Loans will be used for working capital purposes.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with 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 expenses during the reporting period. These estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and warrants, (ii) measurement of warrant liabilities, (iii) income taxes, and (iv) legal contingencies. Actual results could differ from those estimates.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company, as defined in the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Cash	Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of June 30, 2022 and December 31, 2021, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less.
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds that trade in U.S. Treasury securities, meeting the conditions of Rule 2a-7 of the Investment Company Act.
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 of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on the account and management believes the Company is not exposed to significant risks on its account.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“ FASB ASC As of June 30, 2022 and December 31, 2021, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of money market funds invested in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liabilities are recognized at fair value. The fair value of the Working Capital Loans approximates the carrying value of the outstanding principal due to the short-term nature of the loan.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB’s ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, 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 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 statement of operations. The fair value of the Public Warrants (as defined in Note 3) issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods where there was no trading price, the fair value of the Public Warrants has been estimated using a Black-Scholes option pricing model and the Private Placement Warrants were measured using a Monte Carlo simulation model (see Note 8). For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value of both the Public Warrants and Private Placement Warrants as of each relevant date.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,155,000) Class A common stock issuance costs (13,202,588) Plus: Accretion of carrying value to redemption value 24,436,676 Class A common stock subject to possible redemption $ 230,079,088
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other costs incurred that were directly related to the Initial Public Offering. Total offering costs amounting to $13,875,552, comprised of $12,650,000 of underwriting fees, and $1,225,552 of other offering costs, were allocated between the proceeds of the Class A shares and Public Warrants issued based on the relative fair value method. The offering costs allocated to the Class A shares issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $13,202,588 were charged to temporary equity upon the completion of the Initial Public Offering. Issuance costs of $672,694 attributed to the Public Warrants were expensed in general and administrative costs in the condensed statements of operations.
Net Earnings Per Share	Net Earnings Per Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net earnings (loss) per common share is computed by dividing the pro rata net earnings (loss) between the Class A common shares and the Class B common shares by the weighted average number of shares of common stock outstanding for each of the periods. The Company has not considered the effect of Sponsor Working Capital Loan, and the Public Warrants and Private Placement Warrants sold in the Initial Public Offering to purchase 18,050,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Redeemable Class A Common Stock Numerator: Earnings (Loss) allocable to Redeemable Class A Common Stock $ 1,880,714 $ (2,994,837) $ 4,694,348 $ 3,223,747 Denominator: Weighted Average Redeemable Class A Common Stock, Basic and Diluted 23,000,000 23,000,000 23,000,000 20,232,044 Earnings (Loss)/Basic and Diluted Redeemable Class A Class B Common Stock $ 0.08 $ (0.13) $ 0.20 $ 0.16 Non-Redeemable Class B Common Stock Numerator: Earnings (Loss) allocable to Class B Common Stock $ 470,179 $ (748,709) $ 1,173,587 $ 897,710 Denominator: Weighted Average Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,750,000 5,750,000 5,633,978 Earnings (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock $ 0.08 $ (0.13) $ 0.20 $ 0.16 As of June 30, 2022 and 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a significant effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2022
Summary of Significant Accounting Policies
Schedule of common stock subject to possible redemption	At June 30, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,155,000) Class A common stock issuance costs (13,202,588) Plus: Accretion of carrying value to redemption value 24,436,676 Class A common stock subject to possible redemption $ 230,079,088
Schedule of Net Earnings per Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Redeemable Class A Common Stock Numerator: Earnings (Loss) allocable to Redeemable Class A Common Stock $ 1,880,714 $ (2,994,837) $ 4,694,348 $ 3,223,747 Denominator: Weighted Average Redeemable Class A Common Stock, Basic and Diluted 23,000,000 23,000,000 23,000,000 20,232,044 Earnings (Loss)/Basic and Diluted Redeemable Class A Class B Common Stock $ 0.08 $ (0.13) $ 0.20 $ 0.16 Non-Redeemable Class B Common Stock Numerator: Earnings (Loss) allocable to Class B Common Stock $ 470,179 $ (748,709) $ 1,173,587 $ 897,710 Denominator: Weighted Average Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,750,000 5,750,000 5,633,978 Earnings (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock $ 0.08 $ (0.13) $ 0.20 $ 0.16

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022
Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of June 30, 2022 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,359,359 $ — $ — $ 230,359,359 Financial Liabilities Warrant liabilities – Public Warrants $ 1,495,000 $ — $ — $ 1,495,000 Warrant liabilities – Private Placement Warrants $ — $ 851,500 $ — $ 851,500 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,013,905 $ — $ — $ 230,013,905 Financial Liabilities Warrant liabilities – Public Warrants $ 5,290,000 $ — $ — $ 5,290,000 Warrant liabilities – Private Placement Warrants $ — $ 3,013,000 $ — $ 3,013,000
Schedule of changes in the fair value of warrant liabilities using Level 3 inputs	The change in the fair value of warrant liabilities, measured using Level 3 inputs, for the three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at January 22, 2021 $ — Initial measurement of Public Warrants, at issuance 11,155,000 Initial measurement of Private Placement Warrants, at issuance 6,550,000 Change in fair value of warrant liabilities (8,680,000) Warrant liabilities at March 31, 2021 9,025,000 Transfer of Public Warrants to Level 1 (5,750,000) Change in fair value of warrant liabilities 1,310,000 Warrant liabilities at June 30, 2021 $ 4,585,000

Description of Organization a_2

Description of Organization and Business Operations (Details)					6 Months Ended		12 Months Ended
	Dec. 30, 2021 USD ($)	Jan. 28, 2021 USD ($) $ / shares shares	Jan. 22, 2021 USD ($) $ / shares shares	Oct. 22, 2020 company	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants					$ 0	$ 6,550,000
Condition for future business combination number of businesses minimum \| company				1
Payments for investment of cash in Trust Account					$ 0	230,000,000
Condition for future business combination use of proceeds percentage					80%
Days prior to Initial Business Combination Trust Account will be valued for possible shareholder redemption					2 days
Minimum net tangible assets upon consummation of Business Combination					$ 5,000,001
Operating bank account					112,000
Working capital deficiency					490,000
Maximum borrowing capacity of related party promissory note					350,000
Net proceeds					724,000
Repayment of promissory note - related party			$ 75,000		$ 0	$ 75,000
Redemption period upon closure					10 days
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price					$ 25,000
Sponsor \| Working Capital Loans
Subsidiary, Sale of Stock [Line Items]
Unsecured promissory note	$ 1,500,000
Amount draw down	$ 500,000				500,000		$ 500,000
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares			20,000,000
Proceeds from issuance initial public offering			$ 200,000,000
Proceeds from sale of Private Placement Warrants			200,000,000
Deferred underwriting fee payable		$ 1,100,000	7,000,000
Other offering costs		$ 1,700,000	12,200,000				$ 1,225,552
Payments for investment of cash in Trust Account			$ 100,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Maximum net interest to pay dissolution expenses					$ 100,000
Months to complete Initial Business Combination			24 months
Initial Public Offering. \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Share price \| $ / shares			$ 10
Proceeds from issuance initial public offering			$ 230,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		600,000	5,950,000
Price of warrant \| $ / shares		$ 1	$ 1
Proceeds from sale of Private Placement Warrants		$ 600,000	$ 5,950,000
Private Placement \| Sponsor \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares			4,450,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares		3,000,000	3,000,000
Share price \| $ / shares		$ 10
Proceeds from issuance initial public offering		$ 30,000,000
Deferred underwriting fee payable		$ 600,000
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		600,000
Price of warrant \| $ / shares		$ 1
Proceeds from sale of Private Placement Warrants		$ 600,000
Over-allotment option \| Sponsor \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		375,000
Class A Common Stock \| Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares			20,000,000
Share price \| $ / shares			$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jan. 28, 2021	Jan. 22, 2021
Cash equivalents	$ 0		$ 0
Federal Depository Insurance Coverage	$ 250,000
Issuance costs attributed to the Private Warrants		$ 672,964
Non-redeemable securities that are dilutive	0	0
Unrecognized tax benefits	$ 0		0
Unrecognized tax benefits accrued for interest and penalties	$ 0		$ 0
Class A Common Stock
Class A common stock subject to possible redemption, outstanding (in shares)	23,000,000		23,000,000
Anti-dilutive securities attributable to warrants (in shares)	18,050,000		18,050,000
Initial Public Offering.
Offering costs			$ 13,875,552
Underwriting fees			12,650,000
Other offering costs			1,225,552	$ 1,700,000	$ 12,200,000
Issuance costs attributed to the Private Warrants			672,694
Initial Public Offering. \| Class A Common Stock
Offering costs			$ 13,202,588

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	6 Months Ended		15 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Proceeds allocated to Public Warrants	$ 0	$ (6,550,000)
Class A common stock subject to possible redemption	$ 230,079,088			$ 230,000,000
Class A common stock subject to possible redemption \| Public Warrants
Gross proceeds			$ 230,000,000
Proceeds allocated to Public Warrants			(11,155,000)
Class A common stock issuance costs			(13,202,588)
Accretion of carrying value to redemption value			24,436,676
Class A common stock subject to possible redemption			$ 230,079,088

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Net Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Redeemable Class A Ordinary Shares
Net Earnings Per Share
Earnings (Loss) allocable to Redeemable Shares	$ 1,880,714	$ (2,994,837)	$ 4,694,348	$ 3,223,747
Weighted average shares outstanding, basic	23,000,000	23,000,000	23,000,000	20,232,044
Weighted average shares outstanding, diluted	23,000,000	230,000,000	23,000,000	20,232,044
Basic net loss per common share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16
Diluted net loss per common share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16
Non-Redeemable Class B Ordinary Shares
Net Earnings Per Share
Earnings (Loss) allocable to Redeemable Shares	$ 470,179	$ (748,709)	$ 1,173,587	$ 897,710
Weighted average shares outstanding, basic	5,750,000	5,750,000	5,750,000	5,633,978
Weighted average shares outstanding, diluted	5,750,000	5,750,000	5,750,000	5,633,978
Basic net loss per common share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16
Diluted net loss per common share	$ 0.08	$ (0.13)	$ 0.20	$ 0.16

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			6 Months Ended
Initial Public Offering (Details) - USD ($)	Jan. 28, 2021	Jan. 22, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Payment of offering costs			$ 0	$ 1,045,927
Deferred underwriting commissions in connection with the initial public offering			$ 8,050,000		$ 8,050,000
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold		20,000,000
Purchase price, per unit		$ 10
Proceeds from issuance initial public offering		$ 200,000,000
Payment of offering costs		12,200,000
Deferred underwriting commissions in connection with the initial public offering		$ 7,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,000,000	3,000,000
Purchase price, per unit	$ 10
Proceeds from issuance initial public offering	$ 30,000,000
Payment of offering costs	1,700,000
Deferred underwriting commissions in connection with the initial public offering	$ 1,100,000
Class A Common Stock \| Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold		20,000,000
Class A Common Stock \| Initial Public Offering. \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		0.5
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)			6 Months Ended
Related Party Transactions - Founder Shares (Details)	Jan. 28, 2021 shares	Nov. 16, 2020 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture			0	0	750,000
Conversation ratio of common stock			1
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		5,750,000
Aggregate purchase price \| $		$ 25,000
Share Price \| $ / shares		$ 0.004
Shares subject to forfeiture		750,000	0
Number of units sold	3,000,000
Conversation ratio of common stock			1
Restrictions on transfer period of time after business combination completion			1 year
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares \| Sponsor \| Class A Common Stock
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12

Related Party Transactions - Pr

Related Party Transactions - Private Placement (Details) - USD ($)			6 Months Ended
	Jan. 28, 2021	Jan. 22, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transaction [Line Items]
Proceeds from sale of Private Placement Warrants			$ 0	$ 6,550,000
Over-allotment option \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)	600,000
Price of warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 600,000
Private Placement \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)	600,000	5,950,000
Price of warrant	$ 1	$ 1
Proceeds from sale of Private Placement Warrants	$ 600,000	$ 5,950,000
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Restrictions on transfer period of time after business combination completion		30 days
Sponsor \| Over-allotment option \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)	375,000
Sponsor \| Private Placement \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)		4,450,000
Imperial Capital, LLC \| Over-allotment option \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)	180,000
Imperial Capital, LLC \| Private Placement \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)		1,200,000
I-Bankers Securities, Inc \| Over-allotment option \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)	45,000
I-Bankers Securities, Inc \| Private Placement \| Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)		300,000

Related Party Transactions - Re

Related Party Transactions - Related Party Loans (Details) - USD ($)			6 Months Ended		12 Months Ended
	Dec. 30, 2021	Jan. 22, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 350,000
Repayment of promissory note - related party		$ 75,000	0	$ 75,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			350,000
Outstanding balance of related party note						$ 75,000
Repayment of promissory note - related party		$ 75,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant			$ 1
Working Capital Loans \| Sponsor
Related Party Transaction [Line Items]
Unsecured promissory note	$ 1,500,000
Amount draw down	$ 500,000		$ 500,000		$ 500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jan. 28, 2021	Jan. 22, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriting cash discount per unit			2%
Deferred discount			3.50%
Additional deferred underwriting commissions			$ 8,050,000	$ 8,050,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of days granted to purchase from the close of initial public offering		45 days
Number of units sold	3,000,000	3,000,000
Purchase price, per unit	$ 10
Deferred underwriting fee payable	$ 600,000
Additional deferred underwriting commissions	$ 1,100,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Total common shares, shares outstanding (in shares)	23,000,000	23,000,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	5,750,000	5,750,000
Common shares, shares outstanding (in shares)	5,750,000	5,750,000
Shares subject to forfeiture	0	0	750,000
Aggregated shares issued upon converted basis (in percent)			20%
Conversation ratio of common stock	1
Common shares, votes per share \| Vote	1

Warrants (Details)

Warrants (Details)	6 Months Ended
Warrants (Details)	Jun. 30, 2022 item $ / shares shares	Dec. 31, 2021 shares
Class A Common Stock
Class of Warrant or Right [Line Items]
Threshold issue price per share	$ 9.20
Warrant \| Class A Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	18,050,000	18,050,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	6,550,000	6,550,000
Threshold period for not to transfer, assign or sell any of the shares or warrants, after the completion of the initial business combination	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	11,500,000	11,500,000
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Period of time within which registration statement is expected to become effective	60 days
Public Warrants expiration term	5 years
Public Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Threshold issue price per share	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Threshold consecutive trading days for redemption of public warrants	20 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants \| item	20
Threshold number of business days before sending notice of redemption to warrant holders	30 days
Share price trigger used to measure dilution of warrant	$ 18
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption price per public warrant (in dollars per share)	$ 0.10
Share price trigger used to measure dilution of warrant	$ 10
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%

Fair Value Measurements - Gener

Fair Value Measurements - General Information (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Investments held in Trust Account	$ 230,359,359	$ 230,013,905

Fair Value Measurements - Warra

Fair Value Measurements - Warrants Outstanding (Details) - shares	Jun. 30, 2022	Dec. 31, 2021
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding	11,500,000	11,500,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding	6,550,000	6,550,000

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 230,359,359	$ 230,013,905
Recurring
Assets:
Investments held in Trust Account	230,359,359	230,013,905
Recurring \| Public Warrants
Liabilities:
Warrant liabilities	1,495,000	5,290,000
Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities	851,500	3,013,000
Level 1 \| Recurring
Assets:
Investments held in Trust Account	230,359,359	230,013,905
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities	1,495,000	5,290,000
Level 2 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities	$ 851,500	$ 3,013,000

Fair Value Measurements - Chang

Fair Value Measurements - Change in Fair Value of Warrant Liabilities, Measured Using Level 3 Inputs (Details) - Level 3 - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period		$ 9,025,000
Change in fair value of warrant liabilities	$ (8,680,000)	1,310,000
Warrant liabilities at end of period	9,025,000	4,585,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement, at issuance	11,155,000
Transfer of Warrants		$ (5,750,000)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement, at issuance	$ 6,550,000

Subsequent Events (Details)

Subsequent Events (Details)	Aug. 09, 2022 USD ($)
Subsequent Events. \| Sponsor
Subsequent Event [Line Items]
Additional amount borrowed under sponsor working capital loans	$ 500,000