Khosla Ventures Acquisition (KVSA) 10-K31 Mar 222021 FY Annual reportFinancial data

Company Profile

Cover Page

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2021	Mar. 28, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Registrant Name	KHOSLA VENTURES ACQUISITION CO.
Entity Central Index Key	0001841873
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Trading Symbol	KVSA
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Entity Address, State or Province	CA
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40131
Entity Tax Identification Number	85-1488707
Entity Address, Address Line One	2128 Sand Hill Road
Entity Address, City or Town	Menlo Park
Entity Address, Postal Zip Code	94025
City Area Code	650
Local Phone Number	376-8500
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 341,205,000
Auditor Name	McLean
Auditor Firm ID	243
Auditor Location	Virginia
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,490,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000
Common Class K [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
ASSETS
Cash and cash equivalents	$ 202,245
Prepaid expenses	663,974
Total current assets	866,219
Marketable securities held in Trust Account	345,017,029
Other assets	112,785
Total Assets	345,996,033
Current liabilities:
Accounts payable	189,136
Due to related party	600
Franchise tax payable	200,000
Accrued expenses	3,815,467
Total current liabilities	4,205,203
Underwriting fees payable	12,075,000
Class K Founder Shares derivative liabilities	150,000
Total liabilities	16,430,203
Class A common stock subject to possible redemption, 34,500,000 shares at $10.00 redemption value	345,017,029
Stockholders' Deficit
Accumulated deficit	(15,451,798)
Total stockholders' deficit	(15,451,199)
Total Liabilities, Common Stock subject to Possible Redemption, and Stockholders' Deficit	345,996,033
Common Class A [Member]
Stockholders' Deficit
Common Stock, Value	99
Common Class B [Member]
Stockholders' Deficit
Common Stock, Value	$ 500

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2021$ / sharesshares
Common stock subject to possible redemption	34,500,000
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10
Preferred Stock Par Value Per Share \| $ / shares	$ 0.0001
Preferred Stock Shares Authorized	1,000,000
Preferred Stock Shares Issued	0
Preferred Stock Shares Outstanding	0
Common Class A [Member]
Common stock subject to possible redemption	34,500,000
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10
Common Stock Par Value Per Share \| $ / shares	$ 0.0001
Common Stock Shares Authorized	200,000,000
Common Stock Shares Issued	990,000
Common Stock Shares Outstanding	990,000
Common Class B [Member]
Common Stock Par Value Per Share \| $ / shares	$ 0.0001
Common Stock Shares Authorized	30,000,000
Common Stock Shares Issued	5,000,000
Common Stock Shares Outstanding	5,000,000

Statement of Operations

Statement of Operations	12 Months Ended
Statement of Operations	Dec. 31, 2021USD ($)$ / sharesshares
Formation Costs	$ 30,000
Incomplete Valo Health business combination expenses	3,986,443
General and administrative expenses	1,349,496
Franchise tax expense	200,000
Loss from operations	(5,565,939)
Financing expenses on derivative classified instrument	(12,137,500)
Gain on marketable securities (net), dividends and interest, held in Trust Account	17,029
Change in fair value of derivative liabilities	12,000,000
Net Loss	$ (5,686,410)
Common Class A [Member] \| Non Redeemable Common Stock [Member]
Weighted average shares outstanding \| shares	843,333
Basic and diluted net income (loss) per share \| $ / shares	$ (0.16)
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Net Loss	$ (4,810,895)
Weighted average shares outstanding \| shares	29,388,889
Basic and diluted net income (loss) per share \| $ / shares	$ (0.16)
Common Class B [Member] \| Non Redeemable Common Stock [Member]
Weighted average shares outstanding \| shares	5,000,000
Basic and diluted net income (loss) per share \| $ / shares	$ (0.15)

Statement of Changes In Common

Statement of Changes In Common Stock Subject to Possible Redemption and Stockholders' Deficit - 12 months ended Dec. 31, 2021 - USD ($)	Total	Common Class A [Member]	Private Placement [Member]	Private Placement [Member]Common Class A [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Common Stock [Member]Private Placement [Member]Common Class A [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member]Private Placement [Member]	Retained Earnings [Member]	Temporary Equity [Member]Common Class A [Member]	Temporary Equity [Member]Common Class A [Member]Public Shares [Member]
Beginning Balance at Jan. 14, 2021
Beginning Balance (in shares) at Jan. 14, 2021											0
Issuance of common stock to Sponsor	12,500					$ 500		12,000
Issuance of common stock to Sponsor, shares						5,000,000
Stock shares issued during the period shares			$ 9,900,000				$ 99		$ 9,899,901			$ 325,339,740
Stock shares issued during the period shares, shares				990,000			990,000					34,500,000
Accretion of Class A Common Stock to redemption value	(19,677,289)	$ (19,677,289)						(9,911,901)		(9,765,388)	$ 19,677,289
Net loss	(5,686,410)				$ (138,540)	$ (736,975)				(5,686,410)
Ending Balance at Dec. 31, 2021	$ (15,451,199)				$ 99	$ 500		$ 0		$ (15,451,798)	$ 345,017,029
Ending Balance (in shares) at Dec. 31, 2021					990,000	5,000,000					34,500,000

Statement of Changes In Commo_2

Statement of Changes In Common Stock Subject to Possible Redemption and Stockholders' Deficit (Parenthetical)	12 Months Ended
	Dec. 31, 2021USD ($)
Stock issuance costs	$ 19,660,260
Public Shares [Member]
Stock issuance costs	$ 19,660,260

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	12 Months Ended
Condensed Statement of Cash Flows	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net Loss	$ (5,686,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Financing expenses on derivative classified instrument	12,137,500
Gain on marketable securities (net), dividends and interest, held in Trust Account	(17,029)
Change in fair value of derivative liabilities	(12,000,000)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(776,759)
Accounts payable and accrued expenses	4,204,603
Net cash used in operating activities	(2,138,095)
Cash Flows from Investing Activities
Investment of cash into Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities
Proceeds from issuance of common stock to Sponsor	25,000
Advances from related party	600
Proceeds from sale of Public Shares, net of transaction costs	337,414,740
Proceeds from sale of Private Placement Shares	9,900,000
Net cash provided by financing activities	347,340,340
Net increase in cash	202,245
Cash - beginning of period
Cash - end of period	202,245
Supplemental disclosure of noncash investing and financing activities:
Underwriting fees payable	12,075,000
Accretion of Class A Common Stock to redemption value	$ 19,677,289

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Going Concern	Note 1—Description of Organization, Business Operations and Going Concern Khosla Ventures Acquisition Co. (the “Company”) is a blank check company formed as a Delaware corporation on January 15, 2021. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Khosla Ventures SPAC Sponsor LLC (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. On March 8, 2021, the Company consummated its initial public offering (the “IPO”) of 30,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the full exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $300,000,000. On March 8, 2021, the Company’s underwriters exercised in full their option to purchase additional Public Shares in connection with the IPO. The underwriters exercised their option to purchase an additional 4,500,000 Public Shares from the Company at a price of $10.00 per share less the underwriting fees payable. In total, the Company sold Simultaneously with the closing of the IPO, the Company completed the private sale of 990,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Sponsor, generating aggregate gross proceeds to the Company of $9,900,000. Following the closing of the Initial Public Offering on March 8, 2021, and the full exercise of the underwriters’ overallotment option on March 8, 2021, an amount of $345,000,000 ($10.00 per Public Share) of the proceeds from the IPO, including $12,075,000 of the underwriting fees payable was placed in a U.S.-based Trust Account at Goldman Sachs, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (“Trust Account”). Except or pre-initial On June 9, 2021, the Company entered into an agreement for a proposed initial business combination with Valo Health, a technology company using human-centric data and artificial intelligence (AI) powered computation to transform the drug discovery and development process. Concurrently with such an agreement, the Company also entered into subscription agreements (the “PIPE I Subscription Agreements”) with certain investors (collectively, the “PIPE I Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE I Investors collectively subscribed for 16,855,000 shares of Class A common stock for an aggregate purchase price equal to $168,550,000 (the “PIPE I Investment”). On July 30, 2021, the Company entered into additional subscription agreements (the “PIPE II Subscription Agreements”) with certain investors (collectively, the “PIPE II Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE II Investors collectively subscribed for an additional 3,231,250 shares of KVSA Common Stock for an aggregate purchase price equal to $32,312,500 (the “PIPE II Investment”). However, on November 15, 2021, the Company and Valo Health mutually agreed to terminate the proposed initial business combination based on market conditions, particularly in the biotechnology area. The PIPE I Investment and PIPE II Investment were also both terminated upon the termination of the proposed initial business combination with Valo Health. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting fees payable and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial business combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires Rule 2a-7 The Company will provide its holders of the 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 share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting fees payable the Company will pay to the underwriters. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least Notwithstanding the foregoing, the Company’s 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 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The holders of the Founder Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Stockholders’ 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 Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fees payable held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only Going Concern and Liquidity As of December 31, 2021, the Company had $202,245 in its operating bank accounts, $345,017,029 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 deficit of $3,338,984. As of December 31, 2021, $17,029 of the amount on deposit in the Trust Account represented interest income, which is available for payment of franchise taxes and expenses in connection with the liquidation of the Trust Account. 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, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. 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 of 2002, 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 shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 had $202,245 in cash and no cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account T Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. additional paid-in additional paid-in paid-in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company accounts for derivative financial instruments 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 upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Company’s financial assets and liabilities, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of 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 during the reporting period. Actual results could differ from those estimates. 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. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs were $19,660,260 for the period from January 15, 2021 (inception) through December 31, 2021. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K common stock will convert into Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on the Company’s stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted income (loss) per share since the conversion of Class K common stock into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statement of operations include a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class Topic 480-10-S99-3A, A reconciliation of net loss per common stock is as follows: For The Period From January 15, 2021 (Inception) Through Net loss from January 15, 2021 (Inception) through December 31, 2021 $ (5,686,410 ) Accretion of temporary equity in excess of fair value (17,029 ) Net loss including accretion of temporary equity in excess of fair value $ (5,703,439 ) For The Period From January 15, 2021 (Inception) Through December 31, 2021 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including in ue $ (4,827,924 ) $ (138,540 ) $ (736,975 ) Deemed dividend for in excess of fair 17,029 — — Allocation of net loss and deemed $ (4,810,895 ) $ (138,540 ) $ (736,975 ) Denominator Weighted average shares outstanding, 29,388,889 843,333 5,000,000 Basic and diluted net loss per share $ (0.16 ) $ (0.16 ) $ (0.15 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 34,500,000 Public Shares at a purchase price of $10.00 per Public Share, including 4,500,000 Public Shares sold pursuant to the full exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. Simultaneously with the closing of the IPO, the Company completed the private sale of 990,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Company’s Sponsor generating aggregate gross proceeds to the Company of $9,900,000.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Promissory Note – Related Party On January 19, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Due to Related Party An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and non-interest Founder Shares On January 19, 2021, the Sponsor acquired 10,000,000 Founder Shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000 Class B Founder Shares (also known as “Class B common stock”) and 5,000,000 Class K Founder Shares (also known as “Class K common stock”). Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On February 28, 2021, the Sponsor entered into a security assignment agreement with six of the Company’s independent directors and assigned 240,000 shares of Class B Founder Shares at an aggregate price of $600. Class B Founder Shares The Class B Founder Shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial business combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an as-converted Class K Founder Shares The Class K Founder Shares will convert into shares of Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on our stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K Founder Shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares (including both Class B Founder Shares and Class K Founder Shares) will equal, in the aggregate on an as-converted The Company accounts for the Class K Founder Shares as equity linked instruments. Based on the guidance in ASC Topic 815, certain adjustments to the settlement amount of the Class K Founder Shares are based on a variable that is not an input to the fair value of a “fixed-for-fixed” Topic 815-40. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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. To date, the Company had no borrowings under the Working Capital Loans. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 990,000 Class A common stock at a price of $10.00 per share in a private placement for an aggregate purchase price of $9,900,000. The Private Placement Shares are identical to the shares of Class A common stock shares sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A common stock and as a result, the proceeds received in connection with the Initial Public Offering are excluded from temporary equity. The par value of these shares and related additional paid in capital are classified as permanent equity in the Company’s financial statements. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial business combination. Forward Purchase Agreement The Company has entered into a forward-purchase agreement pursuant to which the Sponsor agreed to purchase an aggregate of up to 2,500,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $25,000,000, in a private placement that would close simultaneously with the closing of the initial business combination. The proceeds from the sale of these forward- purchase shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by the Company in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Khosla Entities may purchase less than 2,500,000 forward-purchase shares. The forward-purchase shares would be identical to the public shares being sold in this offering, except the forward-purchase shares would be subject to transfer restrictions and certain registration rights, as described herein. The Company performed an assessment in accordance with ASC Topic 480 and ASC Topic 815, to conclude whether the forward-purchase shares constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that the forward-purchase shares should be equity-classified and its embedded features should not be bifurcated.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
Commitments & Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5—Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to the registration agreement signed prior to the consummation of the IPO. The holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statements to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 4,500,000 additional Public Shares at the Initial Public Offering price, less the underwriting fees payable. On March 8, 2021, the Company’s underwriters exercised in full their option to purchase additional Public Shares in connection with the IPO. The underwriters exercised their option to purchase per share less the underwriting fees payable. This transaction settled on March 8, 2021.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	12 Months Ended
Stockholders' Equity (Deficit)	Dec. 31, 2021
Equity [Abstract]
Stockholders' Equity (Deficit)	Note 6—Stockholders’ Deficit Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 990,000 shares of Class A common stock issued or outstanding, excluding 34,500,000 shares of common stock subject to possible redemption. Class B Common Stock - The Company is authorized to issue 30,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2021 there were 5,000,000 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 345,017,029 $ — $ — $ 345,017,029 Liabilities: Derivative liability - Class K Founder Shares — — 150,000 150,000 Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as a derivative liability on the accompanying December 31, 2021 balance sheet. The derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liability in the statement of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the Class K Founder Shares. Based on assumptions regarding potential changes in control of the Company, and the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the various market thresholds within each simulated path. The present value of the payoff in each simulated trial is calculated, and the fair value of the liability is determined by taking the average of all present values. The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows on the date of issuance and as of December 31, 2021: Input January 15, 2021 (Inception) December 31, 2021 Risk-free interest rate 1.14 % 1.54 % Term to business combination 0.8 years 0.5 years Expected volatility 22.50 % 10.50 % Stock price $ 10.00 $ 9.70 Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of December 31, 2021: Class K Founder Shares Derivative Liabilities Total Fair value at January 15, 2021 $ 12,150,000 $ 12,150,000 Change in fair value (12,000,000 ) (12,000,000 ) Fair value as of December 31, 2021 $ 150,000 $ 150,000 There were no transfers to and from Levels 1, 2, and 3 for the period from January 15, 2021 (inception) through December 31, 2021.

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	Note 8—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation costs are generally considered start-up The income tax provision (benefit) for the period from January 15, 2021 (inception) to December 31, 2021 consists of the following: Current Federal $ — State — Deferred Federal (1,165,271 ) State — Valuation allowance 1,165,271 Income tax provision $ — The Company’s net deferred tax assets as of December 31, 2021 are as follows: Deferred tax assets Organization Costs $ 1,126,847 Net operating loss carryforward 38,424 Total deferred tax assets 1,165,271 Valuation allowance (1,165,271 ) Deferred tax assets, net of allowance $ — As of December 31, 2021, the Company had $182,971 of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating losses can be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 15, 2021 (inception) to December 31, 2021, the change in the valuation allowance was $1,165,271. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from January 15, 2021 (inception) to December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % Change in FMV of warrant liabilities 44.31 % Non-deductible (44.82 )% Change in valuation allowance (20.49 )% Effective Tax Rate 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. F-20

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.
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 of 2002, 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 shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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 had $202,245 in cash and no cash equivalents as of December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account T
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. additional paid-in additional paid-in paid-in
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative financial instruments 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 upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Company’s financial assets and liabilities, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of Estimates	Use of Estimates The preparation of 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 during the reporting period. Actual results could differ from those estimates. 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. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs were $19,660,260 for the period from January 15, 2021 (inception) through December 31, 2021.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K common stock will convert into Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on the Company’s stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted income (loss) per share since the conversion of Class K common stock into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statement of operations include a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class Topic 480-10-S99-3A, A reconciliation of net loss per common stock is as follows: For The Period From January 15, 2021 (Inception) Through Net loss from January 15, 2021 (Inception) through December 31, 2021 $ (5,686,410 ) Accretion of temporary equity in excess of fair value (17,029 ) Net loss including accretion of temporary equity in excess of fair value $ (5,703,439 ) For The Period From January 15, 2021 (Inception) Through December 31, 2021 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including in ue $ (4,827,924 ) $ (138,540 ) $ (736,975 ) Deemed dividend for in excess of fair 17,029 — — Allocation of net loss and deemed $ (4,810,895 ) $ (138,540 ) $ (736,975 ) Denominator Weighted average shares outstanding, 29,388,889 843,333 5,000,000 Basic and diluted net loss per share $ (0.16 ) $ (0.16 ) $ (0.15 )
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 material effect on the accompanying financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Reconciliation of Net Loss Per Common Stock	A reconciliation of net loss per common stock is as follows: For The Period From January 15, 2021 (Inception) Through Net loss from January 15, 2021 (Inception) through December 31, 2021 $ (5,686,410 ) Accretion of temporary equity in excess of fair value (17,029 ) Net loss including accretion of temporary equity in excess of fair value $ (5,703,439 ) For The Period From January 15, 2021 (Inception) Through December 31, 2021 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including in ue $ (4,827,924 ) $ (138,540 ) $ (736,975 ) Deemed dividend for in excess of fair 17,029 — — Allocation of net loss and deemed $ (4,810,895 ) $ (138,540 ) $ (736,975 ) Denominator Weighted average shares outstanding, 29,388,889 843,333 5,000,000 Basic and diluted net loss per share $ (0.16 ) $ (0.16 ) $ (0.15 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Assets That Are Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 345,017,029 $ — $ — $ 345,017,029 Liabilities: Derivative liability - Class K Founder Shares — — 150,000 150,000
Summary of Fair Value Measurement Inputs and Valuation Techniques	The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows on the date of issuance and as of December 31, 2021: Input January 15, 2021 (Inception) December 31, 2021 Risk-free interest rate 1.14 % 1.54 % Term to business combination 0.8 years 0.5 years Expected volatility 22.50 % 10.50 % Stock price $ 10.00 $ 9.70 Dividend yield 0.00 % 0.00 %
Summary of Changes in the Fair Value Of the Class K Founder Shares Derivative Liabilities	The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of December 31, 2021: Class K Founder Shares Derivative Liabilities Total Fair value at January 15, 2021 $ 12,150,000 $ 12,150,000 Change in fair value (12,000,000 ) (12,000,000 ) Fair value as of December 31, 2021 $ 150,000 $ 150,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Income Tax Provision	The income tax provision (benefit) for the period from January 15, 2021 (inception) to December 31, 2021 consists of the following: Current Federal $ — State — Deferred Federal (1,165,271 ) State — Valuation allowance 1,165,271 Income tax provision $ —
Schedule of Company's Deferred Tax Assets	The Company’s net deferred tax assets as of December 31, 2021 are as follows: Deferred tax assets Organization Costs $ 1,126,847 Net operating loss carryforward 38,424 Total deferred tax assets 1,165,271 Valuation allowance (1,165,271 ) Deferred tax assets, net of allowance $ —
Schedule of Reconciliation Company's Effective Tax Rate	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from January 15, 2021 (inception) to December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % Change in FMV of warrant liabilities 44.31 % Non-deductible (44.82 )% Change in valuation allowance (20.49 )% Effective Tax Rate 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Mar. 08, 2021	Dec. 31, 2021	Jul. 30, 2021	Jun. 09, 2021	Jan. 14, 2021
Entity incorporation, date of incorporation				Jan. 15, 2021
Shares issued, price per share	$ 10			$ 10
Proceeds from issuance of private placement				$ 9,900,000
Percentage of the net assets of the target company excluding the amount of any deferred underwriting commissions				80.00%
Equity method investment ownership percentage	50.00%			50.00%
Number of business days to complete business combination				24 months
Interest expense, trust account				$ 100,000
Liquidation basis of accounting, liquidation plan				(i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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.
Cash and cash equivalents	$ 202,245			$ 202,245
Marketable securities held in Trust Account	345,017,029			345,017,029
Working Capital Deficit	$ 3,338,984			3,338,984
Interest income				$ 17,029
Underwriter Deferred Discount			$ 12,075,000
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period	100.00%
Period to complete Business Combination from closing of Initial Public Offering	24 months
Cash deposited in Trust Account per share		$ 10
Asset Held In Trust Account [Member]
Shares issued, price per share	$ 10			$ 10
Public Stockholders [Member]
Net tangible assets				$ 5,000,001
Percentage of public shareholding eligible for redemption without prior consent				15.00%
Percentage of public shareholding eligible for redemption on non occurrence of business combination				100.00%
IPO [Member]
Stock shares issued during the period shares			345,000,000
Shares issued, price per share			$ 10
Sale of stock issue price per share			$ 10
IPO [Member] \| Sponsor [Member]
Stock shares issued during the period shares			300,000,000
Over-Allotment Option [Member]
Stock shares issued during the period shares				4,500,000
Shares issued, price per share			$ 10
Sale of stock issue price per share			$ 10
Additional Number Of Shares Purchased	4,500,000		4,500,000	4,500,000
IPO Including Over Allotment Option [Member]
Proceeds from issuance initial public offering			$ 34,500,000
Common Class A [Member]
Common stock par value per share	$ 0.0001			$ 0.0001
Common Class A [Member] \| IPO [Member]
Stock shares issued during the period shares			30,000,000	34,500,000
Common stock par value per share			$ 0.0001
Shares issued, price per share	10			$ 10
Common Class A [Member] \| Private Placement [Member]
Stock shares issued during the period shares			990,000	990,000
Common stock par value per share	0.0001		$ 0.0001	$ 0.0001
Shares issued, price per share			$ 10
Proceeds from issuance of private placement			$ 9,900,000	$ 9,900,000
Sale of stock issue price per share	$ 10			$ 10
Common Class A [Member] \| PIPE One Investors [Member]
Common stock shares subscribed but unissued						16,855,000
Common stock value subscriptions						$ 168,550,000
Common Class A [Member] \| PIPE 2 Investment [Member]
Common stock shares subscribed but unissued					3,231,250
Common stock value subscriptions					$ 32,312,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss Per Common Stock (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from January 15, 2021 (Inception) through December 31, 2021	$ (5,686,410)
Accretion of temporary equity in excess of fair value	(17,029)
Net loss including accretion of temporary equity in excess of fair value	(5,703,439)
Numerator
Allocation of net loss and deemed dividends	(5,686,410)
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from January 15, 2021 (Inception) through December 31, 2021	(4,810,895)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(4,827,924)
Deemed dividend for accretion of temporary equity in excess of fair value	17,029
Allocation of net loss and deemed dividends	$ (4,810,895)
Denominator
Weighted average shares outstanding, basic and diluted \| shares	29,388,889
Basic and diluted net income (loss) per share \| $ / shares	$ (0.16)
Common Class A [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from January 15, 2021 (Inception) through December 31, 2021	$ (138,540)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(138,540)
Deemed dividend for accretion of temporary equity in excess of fair value	0
Allocation of net loss and deemed dividends	$ (138,540)
Denominator
Weighted average shares outstanding, basic and diluted \| shares	843,333
Basic and diluted net income (loss) per share \| $ / shares	$ (0.16)
Common Class B [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from January 15, 2021 (Inception) through December 31, 2021	$ (736,975)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(736,975)
Deemed dividend for accretion of temporary equity in excess of fair value	0
Allocation of net loss and deemed dividends	$ (736,975)
Denominator
Weighted average shares outstanding, basic and diluted \| shares	5,000,000
Basic and diluted net income (loss) per share \| $ / shares	$ (0.15)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Cash	$ 202,245
Cash equivalents	$ 0
Shares measured to their redemption amount due to initial carrying amount of the common stock is less price per share \| $ / shares	$ 10
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10
Common stock subject to possible redemption \| shares	34,500,000
Temporary equity accretion to redemption value	$ 19,677,289
Offering costs	$ 19,660,260
Maturity of investment held in trust account	180 days
Additional Paid-in Capital [Member]
Temporary equity accretion to redemption value	$ 9,911,901
Retained Earnings [Member]
Temporary equity accretion to redemption value	$ 9,765,388
Common Class A [Member]
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10
Common stock subject to possible redemption \| shares	34,500,000
Temporary equity accretion to redemption value	$ 19,677,289
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Common stock subject to possible redemption \| shares	34,500,000
Triggering Events Stock Trading Price One [Member] \| Common Class A [Member]
Conversion of share, price per share \| $ / shares	$ 30
Triggering Events Stock Trading Price Two [Member] \| Common Class A [Member]
Conversion of share, price per share \| $ / shares	40
Triggering Events Stock Trading Price Three [Member] \| Common Class A [Member]
Conversion of share, price per share \| $ / shares	$ 50

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 08, 2021	Dec. 31, 2021
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance of Private Placement		$ 9,900,000
IPO [Member]
Sale of private placement shares,Shares	345,000,000
Shares Issued, Price Per Share	$ 10
Stock shares issued during the period shares	345,000,000
Over-Allotment Option [Member]
Sale of private placement shares,Shares		4,500,000
Shares Issued, Price Per Share	$ 10
Stock shares issued during the period shares		4,500,000
Common Class A [Member]
Common Stock Par Value Per Share		$ 0.0001
Common Class A [Member] \| IPO [Member]
Sale of private placement shares,Shares	30,000,000	34,500,000
Common Stock Par Value Per Share	$ 0.0001
Shares Issued, Price Per Share		$ 10
Stock shares issued during the period shares	30,000,000	34,500,000
Common Class A [Member] \| Private Placement [Member]
Sale of private placement shares,Shares	990,000	990,000
Common Stock Par Value Per Share	$ 0.0001	$ 0.0001
Shares Issued, Price Per Share	$ 10
Proceeds from Issuance of Private Placement	$ 9,900,000	$ 9,900,000
Stock shares issued during the period shares	990,000	990,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Feb. 28, 2021	Jan. 19, 2021	Dec. 31, 2021
Stock shares issued during the period for services value			$ 12,500
Private Placement [Member]
Lock in period of shares			30 days
Sponser [Member]
Debt instrument face value		$ 300,000
Due to Related Parties			$ 600
Due from Related Parties			$ 30,000
Founder shares [Member]
Stock shares issued during the period for services shares		10,000,000
Stock shares issued during the period for services value		$ 25,000
Common Class A [Member] \| Triggering Events Stock Trading Price One [Member]
Conversion of share, price per share			$ 30
Common Class A [Member] \| Triggering Events Stock Trading Price Two [Member]
Conversion of share, price per share			40
Common Class A [Member] \| Triggering Events Stock Trading Price Three [Member]
Conversion of share, price per share			$ 50
Common Class A [Member] \| Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction			990,000
Sale of Stock, Price Per Share			$ 10
Sale of Stock, Consideration Received Per Transaction			$ 9,900,000
Common Class A [Member] \| Forward Purchase Agreement [Member]
Sale of Stock, Number of Shares Issued in Transaction			2,500,000
Sale of Stock, Price Per Share			$ 10
Sale of Stock, Consideration Received Per Transaction			$ 25,000,000
Common Class B [Member]
Stock shares issued during the period for services shares		5,000,000
Common Class K [Member]
Stock shares issued during the period for services shares		5,000,000
Class B Founder Shares [Member]
Stock shares issued during the period for services shares	240,000
Stock shares issued during the period for services value	$ 600
Percent of stock convertible			15.00%
Class K Founder Shares [Member]
Percent of stock convertible			30.00%

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - Over-Allotment Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Mar. 08, 2021
Loss Contingencies [Line Items]
Additional number of shares purchased	4,500,000	4,500,000
Sale of Stock, Price Per Share		$ 10
Stock shares issued during the period shares	4,500,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Preferred Stock Par Value Per Share \| $ / shares	$ 0.0001
Preferred Stock Shares Authorized	1,000,000
Preferred Stock Shares Issued	0
Preferred Stock Shares Outstanding	0
Common stock subject to possible redemption	34,500,000
Common Stock Subject to Mandatory Redemption [Member]
Common stock subject to possible redemption	34,500,000
Common Class A [Member]
Common Stock Par Value Per Share \| $ / shares	$ 0.0001
Common Stock Shares Authorized	200,000,000
Common Stock Shares Issued	990,000
Common Stock Shares Outstanding	990,000
Common stock subject to possible redemption	34,500,000
Common stock shares voting rights	one vote
Common Class B [Member]
Common Stock Par Value Per Share \| $ / shares	$ 0.0001
Common Stock Shares Authorized	30,000,000
Common Stock Shares Issued	5,000,000
Common Stock Shares Outstanding	5,000,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets That Are Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Level 1 [Member] \| Marketable securities held in Trust Account [Member]
Assets:
Marketable securities held in Trust Account	$ 345,017,029
Level 3 [Member] \| Class K Founder Shares [Member]
Liabilities:
Derivative liabilitiy - Class K Founder Shares	$ 150,000

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Class K Founder Shares [Member]	Dec. 31, 2021yr	Jan. 15, 2021yr
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.54	1.14
Term to business combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.5	0.8
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.50	22.50
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	9.70	10
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Changes in the Fair Value Of the Class K Founder Shares Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance, Shares	$ 12,150,000
Change in fair value of Class K Founder Shares Derivative Liabilities	(12,000,000)
Ending balance, shares	150,000
Class K Founder Shares [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance, Shares	12,150,000
Change in fair value of Class K Founder Shares Derivative Liabilities	(12,000,000)
Ending balance, shares	$ 150,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	12 Months Ended
Fair Value Measurements - Additional Information (Detail)	Dec. 31, 2021USD ($)
Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value Disclosures [Line Items]
Transfers between levels	$ 0

Income Taxes – Additional

Income Taxes – Additional Information (Detail)	12 Months Ended
Income Taxes – Additional Information (Detail)	Dec. 31, 2021USD ($)
Changes in valuation allowance	$ 1,165,271
Unrecognized tax benefits	0
Accrued interest and penalties	0
Domestic Tax Authority [Member]
Operating loss carryforwards	$ 182,971

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Detail)	12 Months Ended
Income Taxes - Schedule of Income Tax Provision (Detail)	Dec. 31, 2021USD ($)
Deferred
Federal	$ (1,165,271)
State	0
Valuation allowance	1,165,271
Income tax provision	$ 0

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Company's Deferred Tax Assets (Detail)	Dec. 31, 2021USD ($)
Deferred tax assets
Organization Costs	$ 1,126,847
Net operating loss carryforward	38,424
Total deferred tax assets	1,165,271
Valuation allowance	(1,165,271)
Deferred tax assets, net of allowance	$ 0

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation Company's Effective Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
Change in FMV of warrant liabilities	44.31%
Non-deductible transaction costs	(44.82%)
Change in valuation allowance	(20.49%)
Effective Tax Rate	0.00%