Northern Star Investment Corp. IV (NSTD) 10-Q15 Aug 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	9 Months Ended
Cover Page - shares	Jun. 30, 2022	Aug. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--09-30
Entity Registrant Name	NORTHERN STAR INVESTMENT CORP. IV
Entity Central Index Key	0001835814
Entity Address, State or Province	NY
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40135
Entity Shell Company	true
Entity Current Reporting Status	No
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
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	NSTD
Security Exchange Name	NYSE
Entity Address, Address Line One	The Chrysler Building
Entity Address, Address Line Two	405 Lexington Avenue, 11th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10174
City Area Code	212
Local Phone Number	818-8800
Entity Tax Identification Number	85-4156787
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant
Trading Symbol	NSTD.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	NSTD WS
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		40,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Sep. 30, 2021
Current Assets
Cash	$ 394,545	$ 1,029,943
Prepaid expenses and other current assets	23,175	29,842
Total Current Assets	417,720	1,059,785
Marketable securities held in Trust Account	400,557,146	400,021,169
TOTAL ASSETS	400,974,866	401,080,954
Current Liabilities
Accrued expenses	365,412	378,535
Accrued offering costs	0	24,550
Income taxes payable	50,450	0
Total Current Liabilities	415,862	403,085
Warrant Liabilities	3,119,167	14,610,834
Deferred underwriting payable	14,000,000	14,000,000
TOTAL LIABILITIES	17,535,029	29,013,919
Commitments and Contingencies
Class A common stock subject to possible redemption	400,206,696	400,000,000
Stockholders' Deficit
Preferred stock	0	0
Additional paid-in capital	0	0
Accumulated deficit	(16,767,859)	(27,933,965)
Total Stockholders' Deficit	(16,766,859)	(27,932,965)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	400,974,866	401,080,954
Class A Common Stock [Member]
Stockholders' Deficit
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock	$ 1,000	$ 1,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Sep. 30, 2021
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares, Issued	0	0
Preferred Stock, Shares, Outstanding	0	0
Class A Common Stock [Member]
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	125,000,000	125,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Common stock shares subject to possible redemption	40,000,000	40,000,000
Class B common stock [Member]
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	25,000,000	25,000,000
Common stock shares issued	10,000,000	10,000,000
Common stock shares outstanding	10,000,000	10,000,000

Condensed Statements Of Operati

Condensed Statements Of Operations - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
Condensed Statements Of Operations - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Formation and operational costs	$ 199,934	$ 165,823	$ 278,217	$ 604,392
Loss from operations	(199,934)	(165,823)	(278,217)	(604,392)
Other income (expense):
Interest earned on marketable securities held in Trust Account	512,138	7,134	11,085	535,977
Unrealized loss on marketable securities held in Trust Account	0	(244)	0	0
Transaction costs incurred at initial public offering	0	0	(377,083)	0
Change in fair value of warrant liabilities	4,432,500	(7,847,167)	(7,847,167)	11,491,667
Total other income (expense), net	4,944,638	(7,840,277)	(8,213,165)	12,027,644
Income (loss) before provision for income taxes	4,744,704	(8,006,100)	(8,491,382)	11,423,252
Provision for income taxes	(50,450)	0	0	(50,450)
Net income (loss)	$ 4,694,254	$ (8,006,100)	$ (8,491,382)	$ 11,372,802
Class A Common Stock [Member]
Other income (expense):
Basic weighted average shares outstanding	40,000,000	40,000,000	22,264,151	40,000,000
Diluted weighted average shares outstanding	40,000,000	40,000,000	22,264,151	40,000,000
Basic net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23
Diluted net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23
Class B Common Stock [Member]
Other income (expense):
Basic weighted average shares outstanding	10,000,000	10,000,000	8,702,830	10,000,000
Diluted weighted average shares outstanding	10,000,000	10,000,000	8,702,830	10,000,000
Basic net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23
Diluted net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23

Condensed Statements Of Changes

Condensed Statements Of Changes In Stockholders' Deficit - USD ($)	Total	Additional Paid in Capital [Member]	Accumulated Deficit [Member]	Class A Common Stock [Member] Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]
Beginning Balance at Nov. 29, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Nov. 29, 2020				0	0
Issuance of Class B common stock to Sponsor, Value	25,000	23,994			$ 1,006
Issuance of Class B common stock to Sponsor, Shares					10,062,500
Net income (Loss)	(875)		(875)
Ending Balance at Dec. 31, 2020	24,125	23,994	(875)	$ 0	$ 1,006
Ending Balance, shares at Dec. 31, 2020				0	10,062,500
Beginning Balance at Nov. 29, 2020	0	0	0	$ 0	$ 0
Beginning Balance, Shares at Nov. 29, 2020				0	0
Forfeiture of Founder Shares, Value	(6)
Ending Balance at Jun. 30, 2021	(36,827,412)	0	(36,828,412)	$ 0	$ 1,000
Ending Balance, shares at Jun. 30, 2021				0	10,000,000
Beginning Balance at Dec. 31, 2020	24,125	23,994	(875)	$ 0	$ 1,006
Beginning Balance, Shares at Dec. 31, 2020				0	10,062,500
Cash paid in excess of fair value	273,000	273,000
Remeasurement adjustment to share subject to redemption	28,634,030	297,000	28,337,030
Net income (Loss)	(484,407)		(484,407)
Ending Balance at Mar. 31, 2021	(28,821,312)	(6)	(28,822,312)	$ 0	$ 1,006
Ending Balance, shares at Mar. 31, 2021				0	10,062,500
Forfeiture of Founder Shares, Value		6			$ (6)
Forfeiture of Founder Shares, Shares					(62,500)
Net income (Loss)	(8,006,100)		(8,006,100)
Ending Balance at Jun. 30, 2021	(36,827,412)	0	(36,828,412)	$ 0	$ 1,000
Ending Balance, shares at Jun. 30, 2021				0	10,000,000
Beginning Balance at Sep. 30, 2021	(27,932,965)	0	(27,933,965)	$ 0	$ 1,000
Beginning Balance, Shares at Sep. 30, 2021				0	10,000,000
Net income (Loss)	273,664		273,664
Ending Balance at Dec. 31, 2021	(27,659,301)	0	(27,660,301)	$ 0	$ 1,000
Ending Balance, shares at Dec. 31, 2021				0	10,000,000
Beginning Balance at Sep. 30, 2021	(27,932,965)	0	(27,933,965)	$ 0	$ 1,000
Beginning Balance, Shares at Sep. 30, 2021				0	10,000,000
Forfeiture of Founder Shares, Value	0
Ending Balance at Jun. 30, 2022	(16,766,859)	0	(16,767,859)	$ 0	$ 1,000
Ending Balance, shares at Jun. 30, 2022				0	10,000,000
Beginning Balance at Dec. 31, 2021	(27,659,301)	0	(27,660,301)	$ 0	$ 1,000
Beginning Balance, Shares at Dec. 31, 2021				0	10,000,000
Net income (Loss)	6,404,884		6,404,884
Ending Balance at Mar. 31, 2022	(21,254,417)	0	(21,255,417)	$ 0	$ 1,000
Ending Balance, shares at Mar. 31, 2022				0	10,000,000
Remeasurement adjustment to share subject to redemption	206,696		206,696
Net income (Loss)	4,694,254		4,694,254
Ending Balance at Jun. 30, 2022	$ (16,766,859)	$ 0	$ (16,767,859)	$ 0	$ 1,000
Ending Balance, shares at Jun. 30, 2022				0	10,000,000

Condensed Statements Of Cash Fl

Condensed Statements Of Cash Flows - USD ($)	7 Months Ended	9 Months Ended
Condensed Statements Of Cash Flows - USD ($)	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (8,491,382)	$ 11,372,802
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liability	7,847,167	(11,491,667)
Transaction costs incurred in connection with IPO	377,083	0
Interest earned on marketable securities held in Trust Account	(11,085)	(535,977)
Changes in operating assets and liabilities:
Prepaid expenses and other currents assets	(29,842)	6,667
Accrued expenses	162,799	(13,123)
Income taxes payable	0	50,450
Net cash used in operating activities	(145,260)	(610,848)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(400,000,000)	0
Net cash used in investing activities	(400,000,000)	0
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	392,000,000	0
Proceeds from sale of Private Placements Warrants	9,750,000	0
Repayment of promissory note—related party	(150,000)	0
Payment of offering costs	(473,563)	(24,550)
Net cash (used in) provided by financing activities	401,126,437	(24,550)
Net Change in Cash	981,177	(635,398)
Cash – Beginning of period	150,000	1,029,943
Cash – End of period	1,131,177	394,545
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	5,050	0
Remeasurement adjustment of Class A common stock to redemption value	28,634,030	(206,696)
Deferred underwriting fee payable	14,000,000	14,000,000
Forfeiture of Founder Shares	$ (6)	$ 0

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Jun. 30, 2022
Business Description And Basis Of Presentation [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Investment Corp. IV (the “Company”) is a blank check company incorporated in Delaware on November 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from November 30, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star IV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4. Transaction costs amounted to $22,531,113, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $531,113 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares have agreed (a) to waive their conversion rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the required time period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination by the Combination Period and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Going Concern As of June 30, 2022, the Company had $394,545 in its operating bank accounts, $400,557,146 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $352,308. As of June 30, 2022, Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s September 30, 2021 10-K, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and September 30, 2021. Marketable Securities Held in Trust Account At June 30, 2022 and September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which primarily invest in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 non-cash Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and September 30, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,416,667 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 3,755,403 $ 938,851 $ (6,404,880 ) $ (1,601,220 ) $ 9,098,242 $ 2,274,560 $ (6,105,000 ) $ (2,386,382 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 22,264,151 8,702,830 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.16 ) $ (0.16 ) $ 0.23 $ 0.23 $ (0.27 ) $ (0.27 ) 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	9 Months Ended
Public Offering	Jun. 30, 2022
Equity [Abstract]
Public Offering	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-sixth

Private Placement

Private Placement	9 Months Ended
Private Placement	Jun. 30, 2022
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 18, 2020, the Company’s sponsor purchased an aggregate of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On March 1, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 62,500 shares of Class B common stock that remained subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ over-allotment option expired unexercised on April 18, 2021, and, accordingly, 62,500 Founder Shares were forfeited, resulting in an aggregate of 10,000,000 Founder Shares outstanding. The holders of Founder Shares have agreed, subject to certain 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 a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the 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 any30-tradingday period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on March 1, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statement filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters in the initial public offering 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement On February 1, 2022, the Company entered into an agreement with a consultant for advisory services. The agreement specifies that the Company pays $8,333.33 a month plus any out-of-pocket expenses to the consultant. The agreement is terminable within 30 days written notice.

Stockholder's Deficit

Stockholder's Deficit	9 Months Ended
Stockholder's Deficit	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholder's Deficit	NOTE 7. STOCKHOLDER’S DEFICIT Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 8. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At June 30, 2022 and September 30, 2021, assets held in the Trust Account were comprised of $400,557,146 and $400,021,169 in a money market fund that invests in U.S. Treasury securities, respectively. During the nine months ended June 30, 2022, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2022 Level September 30, Assets: Investments held in Trust Account – U.S Treasury Securities Money Market Fund 1 $ 400,557,146 1 $ 400,021,169 Liabilities: Warrant Liability – Public 1 $ 1,266,667 1 $ 5,933,334 Warrant Liability – Private Placement 2 1,852,500 2 8,677,500 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker NSTD.WS. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There have been no transfers in or out of Level 3 measurements from the period between September 30, 2021, and June 30, 2022. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of September 30, 2021 $ 8,677,500 $ 5,933,334 $ 14,610,834 Change in fair value (292,500 ) (200,000 ) (492,500 ) Fair value as of December 31, 2021 $ 8,385,000 $ 5,733,334 $ 14,118,334 Change in fair value (3,900,000 ) (2,666,667 ) (6,566,667 ) Fair value as of March 31, 2022 $ 4,485,000 $ 3,066,667 $ 7,551,667 Change in fair value (2,632,500 ) (1,800,000 ) (4,432,500 ) Fair value as of June 30, 2022 $ 1,852,500 $ 1,266,667 $ 3,119,167

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s September 30, 2021 10-K,
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2022 and September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which primarily invest in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 non-cash
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and September 30, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,416,667 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 3,755,403 $ 938,851 $ (6,404,880 ) $ (1,601,220 ) $ 9,098,242 $ 2,274,560 $ (6,105,000 ) $ (2,386,382 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 22,264,151 8,702,830 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.16 ) $ (0.16 ) $ 0.23 $ 0.23 $ (0.27 ) $ (0.27 )
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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements	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.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2022
Accounting Policies [Abstract]
Summary Of Basic And Diluted Net Income (Loss) Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 3,755,403 $ 938,851 $ (6,404,880 ) $ (1,601,220 ) $ 9,098,242 $ 2,274,560 $ (6,105,000 ) $ (2,386,382 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 22,264,151 8,702,830 Basic and diluted net income (loss) per common stock $ 0.09 $ 0.09 $ (0.16 ) $ (0.16 ) $ 0.23 $ 0.23 $ (0.27 ) $ (0.27 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2022 Level September 30, Assets: Investments held in Trust Account – U.S Treasury Securities Money Market Fund 1 $ 400,557,146 1 $ 400,021,169 Liabilities: Warrant Liability – Public 1 $ 1,266,667 1 $ 5,933,334 Warrant Liability – Private Placement 2 1,852,500 2 8,677,500
Schedule of Changes In The Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of September 30, 2021 $ 8,677,500 $ 5,933,334 $ 14,610,834 Change in fair value (292,500 ) (200,000 ) (492,500 ) Fair value as of December 31, 2021 $ 8,385,000 $ 5,733,334 $ 14,118,334 Change in fair value (3,900,000 ) (2,666,667 ) (6,566,667 ) Fair value as of March 31, 2022 $ 4,485,000 $ 3,066,667 $ 7,551,667 Change in fair value (2,632,500 ) (1,800,000 ) (4,432,500 ) Fair value as of June 30, 2022 $ 1,852,500 $ 1,266,667 $ 3,119,167

Description of Organization a_2

Description of Organization and Business Operations - Additional information (Detail) - USD ($)		1 Months Ended	7 Months Ended	9 Months Ended
	Mar. 04, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022
Sale of stock issue price per share		$ 10		$ 10
Payments To Acquire Restricted Investments	$ 400,000,000		$ 400,000,000	$ 0
Term of restricted investments	185 days
Networth needed post business combination		$ 5,000,001		$ 5,000,001
Equity method investment ownership percentage		50%		50%
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur				10 days
Estimated expenses payable on dissolution		$ 100,000		$ 100,000
Due from Banks		394,545		394,545
Assets Held-in-trust		400,557,146		400,557,146
Working Capital Deficit		352,308		$ 352,308
Deposit in Trust Account represented interest income		$ 557,146
Minimum [Member]
Temporary equity redemption price per shares		$ 10		$ 10
Percentage of the fair value of assets in the trust account of the prospective acquire excluding deferred underwriting commission and discount		80%		80%
Per share amount to be maintained in the trust account		$ 10		$ 10
IPO [Member]
Sale of stock issue price per share		10		$ 10
Adjustments to additional paid in capital stock issuance costs				$ 22,531,113
Underwriting Fee				8,000,000
Deferred Underwriting Fee Payable Current				14,000,000
Other offering costs				531,113
Private Placement [Member]
Proceeds from issuance of warrants				$ 9,750,000
Class of warrants or rights issue of warrants during the period				9,750,000
Class of warrants or rights issue price per share		$ 1		$ 1
Over-Allotment Option [Member]
Stock shares issued during the period shares				5,000,000
Class A Common Stock [Member]
Percentage of the public shareholding eligible for transfer without restrictions		20%		20%
Percentage of the public shareholding to be redeemed in case the business combination is not consummated		100%		100%
Class A Common Stock [Member] \| IPO [Member]
Stock shares issued during the period shares	40,000,000			40,000,000
Sale of stock issue price per share	$ 10
Proceeds from initial public offering	$ 400,000,000
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Stock shares issued during the period shares	5,000,000			5,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2021
Unrecognised income tax benefits	$ 0		$ 0		$ 0
Accrued interest and penalties on unrecognised tax benefits	$ 0		$ 0		0
Effective income tax rate	1.06%	0%	0.44%	0%
Cash insured with federal depository insurance	$ 250,000		$ 250,000
Effective income tax rate reconciliation of statutory income tax rate	21%	21%	21%	21%
Warrant [Member] \| Common Class A [Member]
Antidilutive securities excluded from computation of earnings per share, amount			16,416,667
Cash Equivalents [Member]
Cash and cash equivalents	$ 0		$ 0		$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary Of Basic And Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Common Class A [Member]
Earnings allocable to Class A common stock subject to possible redemption [Abstract]
Allocation of net income (loss), as adjusted	$ 3,755,403	$ (6,404,880)	$ (6,105,000)	$ 9,098,242
Basic weighted average shares outstanding	40,000,000	40,000,000	22,264,151	40,000,000
Diluted weighted average shares outstanding	40,000,000	40,000,000	22,264,151	40,000,000
Basic net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23
Diluted net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23
Common Class B [Member]
Earnings allocable to Class A common stock subject to possible redemption [Abstract]
Allocation of net income (loss), as adjusted	$ 938,851	$ (1,601,220)	$ (2,386,382)	$ 2,274,560
Basic weighted average shares outstanding	10,000,000	10,000,000	8,702,830	10,000,000
Diluted weighted average shares outstanding	10,000,000	10,000,000	8,702,830	10,000,000
Basic net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23
Diluted net income (loss) per common stock	$ 0.09	$ (0.16)	$ (0.27)	$ 0.23

Public Offering - Additional In

Public Offering - Additional Information (Detail) - $ / shares		9 Months Ended
	Mar. 04, 2021	Jun. 30, 2022
Initial Public Offering Disclosure [Line Items]
Sale of stock issue price per share		$ 10
IPO [Member]
Initial Public Offering Disclosure [Line Items]
Sale of stock issue price per share		$ 10
Over-Allotment Option [Member]
Initial Public Offering Disclosure [Line Items]
Stock shares issued during the period shares		5,000,000
Class A Common Stock [Member] \| Public Warrant [Member]
Initial Public Offering Disclosure [Line Items]
Class of warrants or rights exercise price per share		$ 11.5
Description of class of warrant or right		Each Unit consists of one share of Class A common stock and one-sixth of one redeemable warrant (“Public Warrant”)
Class A Common Stock [Member] \| IPO [Member]
Initial Public Offering Disclosure [Line Items]
Stock shares issued during the period shares	40,000,000	40,000,000
Sale of stock issue price per share	$ 10
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Initial Public Offering Disclosure [Line Items]
Stock shares issued during the period shares	5,000,000	5,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement [Member]	9 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Disclosure Of Private Placement [Line Items]
Class of warrants or rights issue of warrants during the period \| shares	9,750,000
Class of warrants or rights issue price per share	$ 1
Proceeds from issuance of warrants \| $	$ 9,750,000
Class of warrants or rights exercise price per share	$ 11.5

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			7 Months Ended	9 Months Ended
	Apr. 18, 2021	Dec. 18, 2020	Jun. 30, 2021	Jun. 30, 2022	Sep. 30, 2021	Mar. 01, 2021
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding				10,000,000	10,000,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding				0	0
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding	10,000,000
Period after consummation of business combination within which shares shall not be transferred				1 year
Number of consecutive trading days for determining the share price			20 days
Number of trading days				30 days
Forfeiture of Founder Shares	62,500
Founder Shares [Member] \| Restriction Period One [Member]
Related Party Transaction [Line Items]
Period after consummation of business combination within which shares shall not be transferred			150 days
Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Dividends payable amount per share				$ 0.167		$ 0.167
Common stock, shares, outstanding				10,062,500		10,062,500
Founder Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares, outstanding				10,000,000	10,000,000
Common stock shares outstanding subject to forfeiture						62,500
Percentage of common stock issued and outstanding after IPO						20%
Founder Shares [Member] \| Common Class B [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, founder shares		8,625,000
Proceeds from issue of common stock to the sponsor		$ 25,000
Founder Shares [Member] \| Common Class A [Member]
Related Party Transaction [Line Items]
Share price				$ 12
Warrant [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt instrument conversion amount				$ 1,500,000
Debt conversion price per share				$ 1

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)		6 Months Ended	9 Months Ended
	Feb. 01, 2022	Jun. 30, 2022	Jun. 30, 2022
Commitments [Line Items]
Options granted to the underwriters term		45 days
Stock repurchased during period, shares			250,000
Sale of stock issue price per share		$ 10	$ 10
Deferred underwriting fee per unit			$ 0.35
Payments for underwriting expenses			$ 14,000,000
Common stock shares subscribed but not yet issued		5,250,000	5,250,000
As per consultant agreement amount pays per month plus out of pocket expenses	$ 8,333.33
Agreement termination written notice period	30 days
Over-Allotment Option [Member]
Commitments [Line Items]
Stock shares issued during the period shares			5,000,000
Over-Allotment Option [Member] \| Underwriting Agreement [Member]
Commitments [Line Items]
Stock shares issued during the period shares			250,000
Sale of stock issue price per share		$ 10	$ 10

Stockholder's Deficit - Additio

Stockholder's Deficit - Additional Information (Detail) - $ / shares	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2021	Apr. 18, 2021	Mar. 01, 2021
Class of Stock [Line Items]
Preferred Stock shares authorized	1,000,000	1,000,000
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Founder Shares [Member]
Class of Stock [Line Items]
Common stock shares outstanding			10,000,000
Founder Shares [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Common stock shares outstanding	10,062,500			10,062,500
Dividend payable amount per share	$ 0.167			$ 0.167
Class A Common Stock [Member]
Class of Stock [Line Items]
Common stock shares authorized	125,000,000	125,000,000
Common stock par or stated Value per share	$ 0.0001	$ 0.0001
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Common stock shares subject to possible redemption	40,000,000	40,000,000
Class A Common Stock [Member] \| Future Conversion From Class B To Class A [Member]
Class of Stock [Line Items]
Percentage of the common stock shares outstanding on conversion from one class to another	20%
Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock shares authorized	25,000,000	25,000,000
Common stock par or stated Value per share	$ 0.0001	$ 0.0001
Common stock voting rights	one vote for each share
Common stock shares issued	10,000,000	10,000,000
Common stock shares outstanding	10,000,000	10,000,000
Class B Common Stock [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Common stock shares issued		10,000,000
Common stock shares outstanding	10,000,000	10,000,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2021
Assets held in the trust account	$ 400,557,146	$ 400,021,169
Amount withdrawn any interest income from the trust account	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Jun. 30, 2022	Sep. 30, 2021
Assets:
Investments held in Trust Account	$ 400,557,146	$ 400,021,169
Level 1 [Member] \| U.S Treasury Securities Money Market Fund
Assets:
Investments held in Trust Account	400,557,146	400,021,169
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	1,266,667	5,933,334
Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 1,852,500	$ 8,677,500

Fair Value Measurements - Sched

Fair Value Measurements - Schedule Of Changes In The Fair Value Of Warrant Liabilities (Detail) - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Private Placement [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Fair value, Beginning Balance	$ 4,485,000	$ 8,385,000	$ 8,677,500
Change in fair value	(2,632,500)	(3,900,000)	(292,500)
Fair value, Ending Balance	1,852,500	4,485,000	8,385,000
Public Warrants [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Fair value, Beginning Balance	3,066,667	5,733,334	5,933,334
Change in fair value	(1,800,000)	(2,666,667)	(200,000)
Fair value, Ending Balance	1,266,667	3,066,667	5,733,334
Warrant Liabilities
Changes In Fair Value Of Warrant Liabilities [Line Items]
Fair value, Beginning Balance	7,551,667	14,118,334	14,610,834
Change in fair value	(4,432,500)	(6,566,667)	(492,500)
Fair value, Ending Balance	$ 3,119,167	$ 7,551,667	$ 14,118,334