Khosla Ventures Acquisition (KVSA) 10-Q11 Aug 222022 Q2 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Aug. 11, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	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
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

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
ASSETS
Cash	$ 109,367	$ 202,245
Prepaid expenses	478,785	663,974
Total current assets	588,152	866,219
Marketable securities held in Trust Account	345,535,206	345,017,029
Other non-current assets		112,785
Total Assets	346,123,358	345,996,033
Current liabilities:
Accounts payable	77,079	189,136
Due to related party	410,614	600
Income tax payable	49,393	0
Franchise tax payable	294,071	200,000
Accrued expenses	3,847,942	3,815,467
Total current liabilities	4,679,099	4,205,203
Deferred underwriting fees payable	12,075,000	12,075,000
Class K Founder Shares derivative liabilities		150,000
Total liabilities	16,754,099	16,430,203
Commitments and Contingencies (Note 5)
Class A common stock subject to possible redemption, 34,500,000 shares at $10.00 per share	345,535,206	345,017,029
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital
Accumulated deficit	(16,166,546)	(15,451,798)
Total stockholders' deficit	(16,165,947)	(15,451,199)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit	346,123,358	345,996,033
Common Class A [Member]
Stockholders' deficit
Common Stock, Value	99	99
Common Class B [Member]
Stockholders' deficit
Common Stock, Value	$ 500	$ 500

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common stock subject to possible redemption	34,500,000	34,500,000
Temporary Equity, Redemption Price Per Share	$ 10
Preferred Stock Par Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock Shares Authorized	1,000,000	1,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Class A [Member]
Common stock subject to possible redemption	34,500,000	34,500,000
Temporary Equity, Redemption Price Per Share	$ 10	$ 10
Common Stock Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	200,000,000	200,000,000
Common Stock Shares Issued	990,000	990,000
Common Stock Shares Outstanding	990,000	990,000
Common Class B [Member]
Common Stock Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	30,000,000	30,000,000
Common Stock Shares Issued	5,000,000	5,000,000
Common Stock Shares Outstanding	5,000,000	5,000,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Condensed Statements of Operations - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Formation costs				$ 30,000
General and administrative expenses	$ 344,160	$ 2,122,885	$ 715,355	2,239,443
Franchise tax expenses	50,000	50,000	100,000	100,000
Loss from operations	(394,160)	(2,172,885)	(815,355)	(2,369,443)
Financing expenses on derivative classified instrument		0	0	(12,137,500)
Change in fair value of derivative liabilities	0	850,000	150,000	9,850,000
Gain on marketable securities (net), dividends and interest, held in Trust Account	490,019	5,244	518,177	5,244
Income (loss) before income tax expense	95,859	(1,317,641)	(147,178)	(4,651,699)
Income tax expense	49,393		49,393
Net income (loss)	$ 46,466	$ (1,317,641)	$ (196,571)	$ (4,651,699)
Common Class A [Member] \| Non Redeemable Common Stock [Member]
Basic net income (loss) per share	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.16)
Diluted net income (loss) per share	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.16)
Weighted average shares outstanding, basic	990,000	990,000	990,000	685,843
Weighted average shares outstanding, diluted	990,000	990,000	990,000	685,843
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Net income (loss)	$ 112,084	$ (1,122,712)	$ (90,833)	$ (3,931,776)
Basic net income (loss) per share	$ 0	$ (0.03)	$ 0	$ (0.16)
Diluted net income (loss) per share	$ 0	$ (0.03)	$ 0	$ (0.16)
Weighted average shares outstanding, basic	34,500,000	34,500,000	34,500,000	23,900,602
Weighted average shares outstanding, diluted	34,500,000	34,500,000	34,500,000	23,900,602
Common Class B [Member] \| Non Redeemable Common Stock [Member]
Basic net income (loss) per share	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.12)
Diluted net income (loss) per share	$ (0.01)	$ (0.03)	$ (0.02)	$ (0.12)
Weighted average shares outstanding, basic	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000	5,000,000	5,000,000	5,000,000

Condensed Statements of Changes

Condensed Statements of Changes In Common Stock Subject to Possible Redemption and Stockholders' Deficit - USD ($)	Total	Common Class A [Member]	Private Placement [Member]	Private Placement [Member] Common Class A [Member]	Temporary Equity [Member] Common Class A [Member]	Temporary Equity [Member] Common Class A [Member] Public Shares [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]
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			$ 325,339,740			$ 99		$ 9,899,901
Stock shares issued during the period shares, shares						34,500,000			990,000
Accretion of Class A common stock to redemption value	(19,660,260)				$ 19,660,260					(9,911,901)		(9,748,359)
Net income (loss)	(3,334,058)											(3,334,058)
Ending Balance at Mar. 31, 2021	(13,081,818)				$ 345,000,000		$ 99	$ 500		0		(13,082,417)
Ending Balance (in shares) at Mar. 31, 2021					34,500,000		990,000	5,000,000
Beginning Balance at Jan. 14, 2021
Beginning Balance (in shares) at Jan. 14, 2021					0
Accretion of Class A common stock to redemption value		$ (19,660,260)										(9,748,359)
Net income (loss)	(4,651,699)						$ (112,825)	$ (607,099)
Ending Balance at Jun. 30, 2021	(14,399,459)				$ 345,000,000		$ 99	$ 500		0		(14,400,058)
Ending Balance (in shares) at Jun. 30, 2021					34,500,000		990,000	5,000,000
Beginning Balance at Mar. 31, 2021	(13,081,818)				$ 345,000,000		$ 99	$ 500		0		(13,082,417)
Beginning Balance (in shares) at Mar. 31, 2021					34,500,000		990,000	5,000,000
Accretion of Class A common stock to redemption value		0
Net income (loss)	(1,317,641)						$ (32,217)	$ (162,712)				(1,317,641)
Ending Balance at Jun. 30, 2021	(14,399,459)				$ 345,000,000		$ 99	$ 500		0		(14,400,058)
Ending Balance (in shares) at Jun. 30, 2021					34,500,000		990,000	5,000,000
Beginning Balance at Dec. 31, 2021	(15,451,199)				$ 345,017,029		$ 99	$ 500				(15,451,798)
Beginning Balance (in shares) at Dec. 31, 2021					34,500,000		990,000	5,000,000
Accretion of Class A common stock to redemption value	(28,158)				$ 28,158							(28,158)
Net income (loss)	(243,037)											(243,037)
Ending Balance at Mar. 31, 2022	(15,722,394)				$ 345,045,187		$ 99	$ 500		0		(15,722,993)
Ending Balance (in shares) at Mar. 31, 2022					34,500,000		990,000	5,000,000
Beginning Balance at Dec. 31, 2021	(15,451,199)				$ 345,017,029		$ 99	$ 500				(15,451,798)
Beginning Balance (in shares) at Dec. 31, 2021					34,500,000		990,000	5,000,000
Stock shares issued during the period shares, shares				990,000
Accretion of Class A common stock to redemption value		(518,177)								(9,911,901)
Net income (loss)	(196,571)						$ (17,476)	$ (88,262)
Ending Balance at Jun. 30, 2022	(16,165,947)				$ 345,535,206		$ 99	$ 500		0		(16,166,546)
Ending Balance (in shares) at Jun. 30, 2022					34,500,000		990,000	5,000,000
Beginning Balance at Mar. 31, 2022	(15,722,394)				$ 345,045,187		$ 99	$ 500		0		(15,722,993)
Beginning Balance (in shares) at Mar. 31, 2022					34,500,000		990,000	5,000,000
Accretion of Class A common stock to redemption value	(490,019)	$ (490,019)			$ 490,019							(490,019)
Net income (loss)	46,466						$ (10,845)	$ (54,773)				46,466
Ending Balance at Jun. 30, 2022	$ (16,165,947)				$ 345,535,206		$ 99	$ 500		$ 0		$ (16,166,546)
Ending Balance (in shares) at Jun. 30, 2022					34,500,000		990,000	5,000,000

Condensed Statements of Chang_2

Condensed Statements of Changes In Common Stock Subject to Possible Redemption and Stockholders' Deficit (Parenthetical)	3 Months Ended
	Mar. 31, 2021 USD ($)
Public Shares [Member]
Stock issuance costs	$ 19,660,260

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended
Statements of Cash Flows - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities
Net loss	$ 46,466	$ (1,317,641)	$ (196,571)	$ (4,651,699)
Adjustments to reconcile net loss to net cash used in operating activities:
Financing expenses on derivative classified instrument		0	0	12,137,500
Gain on marketable securities (net), dividends and interest, held in Trust Account	(490,019)	(5,244)	(518,177)	(5,244)
Change in fair value of derivative liabilities	0	(850,000)	(150,000)	(9,850,000)
Changes in operating assets and liabilities:
Prepaid and other non-current assets			297,974	(1,186,476)
Accounts payable and accrued expenses			63,882	2,002,957
Net cash used in operating activities			(502,892)	(1,552,962)
Cash Flows from Investing Activities
Investment of Marketable securities held in Trust Account			0	(345,000,000)
Net cash used in investing activities			0	(345,000,000)
Cash Flows from Financing Activities
Proceeds from issuance of Class B and Class K common stock to Sponsor				25,000
Advances from related party			410,014	600
Proceeds from sale of Public Share, net of transaction costs				337,414,740
Proceeds from sale of Private Placement Shares			0	9,900,000
Net cash provided by financing activities			410,014	347,340,340
Net (decrease) increase in cash			(92,878)	787,378
Cash - beginning of period			202,245	0
Cash - end of period	$ 109,367	$ 787,378	109,367	787,378
Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A shares to redemption value			$ 518,177	0
Deferred underwriting fees payable				$ 12,075,000

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	6 Months Ended
	Jun. 30, 2022
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 o n 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 June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, its initial public offering (the “IPO”), and the Company’s search for a target to consummate a Business Combination, which are all 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 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 34,500,000 Public Shares in connection with its IPO for gross proceeds of $345,000,000. The underwriters designate March 8, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. 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 IPO 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”), and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial If the Company is unable to complete a business combination by March 8, 2023 (24 months from the closing of the IPO), or June 8, 2023 (27 months from the closing of the IPO), if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 8, 2023, and the stockholders have not amended the certificate of incorporation to extend such period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 addition a l shares of KVSA Common Stock for an aggregate purchase price equal to $ (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 IPO 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 % 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 % or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the (the “Public Stockholders”) of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share, sold in the IPO (the “Public Shares”) 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 IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and 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 the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the IPO (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions 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. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below) prior to this IPO (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. 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% of the Public Shares, 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 IPO (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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 IPO, 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 $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act 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. 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 vendors, service providers (except the Company’s independent registered public accounting firm), 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. Going Concern and Liquidity As of June 30, 2022, the Company had $109,367 in its operating bank account, $478,785 in prepaid expenses, and $345,535,206 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 $4,090,947. For the six months ended June 30, 2022, $518,177 of the amount on deposit in the Trust Account represented the gain on marketable securities (net), dividends and interest, held in Trust Account, which is available for payment of franchise taxes and expenses in connection with the liquidation of the Trust Account. For the period from January 15, 2021 (inception) to June 30, 2021, $5,244 of the amount on the deposit in the Trust Account represented the gain on marketable securities (net), dividends and interest, held in Trust Account. In addition, the Working Capital Loan and advances from related parties are available to the Company to fund operations. 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, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 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 interim results for the period ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 no cash equivalents as of June 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” 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 sheets. Accordingly, as of June 30, 2022 and 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 sheets. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. paid-in 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 June 30, 2022 and 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 statements 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, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. 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 sheets, 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 IPO and were charged to temporary equity upon the completion of the IPO. 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, “Income Taxes,” 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 10 th Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statements 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 480-10-S99-3A, 2021, the Company did not have any dilutive securities and 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 income (loss) per share is the same as basic loss per share for the periods presented. A reconciliation of net loss per common stock is as follows: For The Six Months Ended For The Period From January 15, Net loss $ (196,571 ) $ (4,651,699 ) Accretion of temporary equity in excess of fair value (518,177 ) — Net loss including accretion of temporary equity in excess of fair value $ (714,748 ) $ (4,651,699 ) For The Three Months Ended For The Three Months Ended Net income (loss) $ 46,466 $ (1,317,641 ) Accretion of temporary equity in excess of fair value (490,019 ) — Net loss including accretion of temporary equity in excess of fair value $ (443,553 ) $ (1,317,641 ) For The Six Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (609,010 ) $ (17,476 ) $ (88,262 ) Deemed dividend for accretion of temporary equity in excess of fair value 518,177 — — Allocation of net loss and deemed dividend $ (90,833 ) $ (17,476 ) $ (88,262 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) For The Period from January 15, 2021 (Inception) Through June 30, 2021 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (3,931,776 ) $ (112,825 ) $ (607,099 ) Deemed dividend for accretion of temporary equity in excess of fair value — — — Allocation of net loss and deemed dividend $ (3,931,776 ) $ (112,825 ) $ (607,099 ) Denominator Weighted average shares outstanding, basic and diluted 23,900,602 685,843 5,000,000 Basic and diluted net loss per share $ (0.16 ) $ (0.16 ) $ (0.12 ) For The Three Months Ended June 30, 2022 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (377,935 ) $ (10,845 ) $ (54,773 ) Deemed dividend for accretion of temporary equity in excess of fair value 490,019 — — Allocation of net loss and deemed dividend $ 112,084 $ (10,845 ) $ (54,773 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ 0.00 $ (0.01 ) $ (0.01 ) For The Three Months Ended June 30, 2021 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (1,122,712 ) $ (32,217 ) $ (162,712 ) Deemed dividend for accretion of temporary equity in excess of fair value — — — Allocation of net loss and deemed dividend $ (1,122,712 ) $ (32,217 ) $ (162,712 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 ) 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	6 Months Ended
Initial Public Offering	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the IPO, 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	6 Months Ended
Related Party Transactions	Jun. 30, 2022
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 10 th as-converted The Company accounts for the Class K Founder Shares as equity linked instruments. Based on the guidance in ASC Topic 815, “Derivatives and Hedging,” 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” 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 IPO, 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 IPO 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 sponsor (together with any permitted transferees under the forward-purchase

Commitments & Contingencies

Commitments & Contingencies	6 Months Ended
Commitments & Contingencies	Jun. 30, 2022
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 IPO 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 4,500,000 Public Shares from the Company at a price of $10.00 per share less the underwriting fees payable. This transaction settled on March 8, 2021. The underwriters are entitled to a deferred underwriters fee of $12,075,000. The deferred underwriters 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.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
Stockholders' Deficit	Jun. 30, 2022
Equity [Abstract]
Stockholders' 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 June 30, 2022 and 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 June 30, 2022 and 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 June 30, 2022 and 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	6 Months Ended
Fair Value Measurements	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 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 $ 345,535,206 $ — $ — $ 345,535,206 Liabilities: Class K Founder Shares derivative liabilities — — — — The following table presents information about the Company’s assets and liabilities 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: Class K Founder Shares derivative liabilities — — $ 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, “Derivatives and Hedging,” and presented as a derivative liability on the accompanying June 30, 2022 and December 31, 2021 balance sheets. 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 statements 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 Company evaluated the Class K founder Shares as of June 30, 2022 and concluded given the liabilities related to the Class K Founder Shares is zero, no quarterly valuation as of June 30, 2022 is needed. The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows as of December 31, 2021: Input December 31, 2021 Input Risk-free interest rate 1.54 % Term to Business Combination 0.5 years Expected volatility 10.50 % Stock price $ 9.70 Dividend yield 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, for the period from January 1, 2022 through June 30, 2022: Class K Founder Liabilities Fair value as of January 1, 2022 $ 150,000 Change in fair value (150,000 ) Fair value as of March 31, 2022 $ — Change in fair value — Fair value as of June 30, 2022 $ — There were no transfers to and from Levels 1, 2, and 3 for the three and six months ended June 30, 2022. 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, for the period from January 15, 2021 (inception) through June 30, 2021: Class K Founder Shares Derivative Liabilities Fair value at January 15, 2021 (Inception) $ 12,150,000 Change in fair value (9,000,000 ) Fair value at March 31, 2021 $ 3,150,000 Change in fair value (850,000 ) Fair value as of June 30, 2021 $ 2,300,000 There were no transfers to and from Levels 1, 2, and 3 for three months ended June 30, 2021 and the period from January 15, 2021 (inception) to June 30, 2021.

Income Taxes

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	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 We recorded an income tax provision of $49,393 for the three months and six months ended June 30, 2022. The effective income tax rate for the six months ended June 30, 2022 was -33.56%. The -33.56% non-deductible In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, 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 deferred tax assets and therefore established a full valuation allowance of $1,277,072 and $1,165,271 as of June 30, 2022, and December 31, 2021, respectively. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were unrecognized tax benefits as of June 30, 2022 and December 31, 2021. amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 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 interim results for the period ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
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 no cash equivalents as of June 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets.
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, “Distinguishing Liabilities from Equity.” 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 sheets. Accordingly, as of June 30, 2022 and 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 sheets. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. paid-in 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 June 30, 2022 and 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 statements 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, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. 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 sheets, 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 IPO and were charged to temporary equity upon the completion of the IPO.
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, “Income Taxes,” 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 10 th Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statements 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 480-10-S99-3A, 2021, the Company did not have any dilutive securities and 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 income (loss) per share is the same as basic loss per share for the periods presented. A reconciliation of net loss per common stock is as follows: For The Six Months Ended For The Period From January 15, Net loss $ (196,571 ) $ (4,651,699 ) Accretion of temporary equity in excess of fair value (518,177 ) — Net loss including accretion of temporary equity in excess of fair value $ (714,748 ) $ (4,651,699 ) For The Three Months Ended For The Three Months Ended Net income (loss) $ 46,466 $ (1,317,641 ) Accretion of temporary equity in excess of fair value (490,019 ) — Net loss including accretion of temporary equity in excess of fair value $ (443,553 ) $ (1,317,641 ) For The Six Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (609,010 ) $ (17,476 ) $ (88,262 ) Deemed dividend for accretion of temporary equity in excess of fair value 518,177 — — Allocation of net loss and deemed dividend $ (90,833 ) $ (17,476 ) $ (88,262 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) For The Period from January 15, 2021 (Inception) Through June 30, 2021 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (3,931,776 ) $ (112,825 ) $ (607,099 ) Deemed dividend for accretion of temporary equity in excess of fair value — — — Allocation of net loss and deemed dividend $ (3,931,776 ) $ (112,825 ) $ (607,099 ) Denominator Weighted average shares outstanding, basic and diluted 23,900,602 685,843 5,000,000 Basic and diluted net loss per share $ (0.16 ) $ (0.16 ) $ (0.12 ) For The Three Months Ended June 30, 2022 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (377,935 ) $ (10,845 ) $ (54,773 ) Deemed dividend for accretion of temporary equity in excess of fair value 490,019 — — Allocation of net loss and deemed dividend $ 112,084 $ (10,845 ) $ (54,773 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ 0.00 $ (0.01 ) $ (0.01 ) For The Three Months Ended June 30, 2021 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (1,122,712 ) $ (32,217 ) $ (162,712 ) Deemed dividend for accretion of temporary equity in excess of fair value — — — Allocation of net loss and deemed dividend $ (1,122,712 ) $ (32,217 ) $ (162,712 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 )
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)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2022
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 Six Months Ended For The Period From January 15, Net loss $ (196,571 ) $ (4,651,699 ) Accretion of temporary equity in excess of fair value (518,177 ) — Net loss including accretion of temporary equity in excess of fair value $ (714,748 ) $ (4,651,699 ) For The Three Months Ended For The Three Months Ended Net income (loss) $ 46,466 $ (1,317,641 ) Accretion of temporary equity in excess of fair value (490,019 ) — Net loss including accretion of temporary equity in excess of fair value $ (443,553 ) $ (1,317,641 ) For The Six Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (609,010 ) $ (17,476 ) $ (88,262 ) Deemed dividend for accretion of temporary equity in excess of fair value 518,177 — — Allocation of net loss and deemed dividend $ (90,833 ) $ (17,476 ) $ (88,262 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) For The Period from January 15, 2021 (Inception) Through June 30, 2021 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (3,931,776 ) $ (112,825 ) $ (607,099 ) Deemed dividend for accretion of temporary equity in excess of fair value — — — Allocation of net loss and deemed dividend $ (3,931,776 ) $ (112,825 ) $ (607,099 ) Denominator Weighted average shares outstanding, basic and diluted 23,900,602 685,843 5,000,000 Basic and diluted net loss per share $ (0.16 ) $ (0.16 ) $ (0.12 ) For The Three Months Ended June 30, 2022 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (377,935 ) $ (10,845 ) $ (54,773 ) Deemed dividend for accretion of temporary equity in excess of fair value 490,019 — — Allocation of net loss and deemed dividend $ 112,084 $ (10,845 ) $ (54,773 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ 0.00 $ (0.01 ) $ (0.01 ) For The Three Months Ended June 30, 2021 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (1,122,712 ) $ (32,217 ) $ (162,712 ) Deemed dividend for accretion of temporary equity in excess of fair value — — — Allocation of net loss and deemed dividend $ (1,122,712 ) $ (32,217 ) $ (162,712 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities That Are Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 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 $ 345,535,206 $ — $ — $ 345,535,206 Liabilities: Class K Founder Shares derivative liabilities — — — — The following table presents information about the Company’s assets and liabilities 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: Class K Founder Shares derivative liabilities — — $ 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 as of December 31, 2021: Input December 31, 2021 Input Risk-free interest rate 1.54 % Term to Business Combination 0.5 years Expected volatility 10.50 % Stock price $ 9.70 Dividend yield 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, for the period from January 1, 2022 through June 30, 2022: Class K Founder Liabilities Fair value as of January 1, 2022 $ 150,000 Change in fair value (150,000 ) Fair value as of March 31, 2022 $ — Change in fair value — Fair value as of June 30, 2022 $ — 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, for the period from January 15, 2021 (inception) through June 30, 2021: Class K Founder Shares Derivative Liabilities Fair value at January 15, 2021 (Inception) $ 12,150,000 Change in fair value (9,000,000 ) Fair value at March 31, 2021 $ 3,150,000 Change in fair value (850,000 ) Fair value as of June 30, 2021 $ 2,300,000

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)			6 Months Ended
	Sep. 30, 2021	Mar. 08, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jul. 30, 2021	Jun. 09, 2021
Entity incorporation, date of incorporation			Jan. 15, 2021
Shares issued, price per share			$ 10
Proceeds from issuance of private placement			$ 0	$ 9,900,000
Percentage of the net assets of the target company excluding the amount of any deferred underwriting commissions			80%
Equity method investment ownership percentage			50%
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 IPO 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.
Term of restricted investments		180 days
Cash and cash equivalents			$ 109,367
Marketable securities held in Trust Account			345,535,206		$ 345,017,029
Working Capital Deficit			4,090,947
Interest income			518,177	$ 5,244
Underwriter Deferred Discount		$ 12,075,000	$ 12,075,000
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period			100%
Period to complete Business Combination from closing of Initial Public Offering			24 months
Cash deposited in Trust Account per share	$ 10
Prepaid expenses			$ 478,785		$ 663,974
Dissolution Expense			$ 100,000
Maximum [Member]
Period to complete Business Combination from closing of Initial Public Offering			27 months
Asset Held In Trust Account [Member]
Shares issued, price per share			$ 10
Public Stockholders [Member]
Net tangible assets			$ 5,000,001
Percentage of public shareholding eligible for redemption without prior consent			15%
Percentage of public shareholding eligible for redemption on non occurrence of business combination			100%
IPO [Member]
Stock shares issued during the period shares		345,000,000
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
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
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
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
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) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ 46,466	$ (243,037)	$ (1,317,641)	$ (3,334,058)	$ (196,571)	$ (4,651,699)
Accretion of temporary equity in excess of fair value	(490,019)				(518,177)
Net loss including accretion of temporary equity in excess of fair value	(443,553)		(1,317,641)		(714,748)	(4,651,699)
Numerator
Allocation of net loss and deemed dividend	46,466	$ (243,037)	(1,317,641)	$ (3,334,058)	(196,571)	(4,651,699)
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	112,084		(1,122,712)		(90,833)	(3,931,776)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(377,935)		(1,122,712)		(609,010)	(3,931,776)
Deemed dividend for accretion of temporary equity in excess of fair value	490,019		0		518,177	0
Allocation of net loss and deemed dividend	$ 112,084		$ (1,122,712)		$ (90,833)	$ (3,931,776)
Denominator
Weighted average shares outstanding, basic	34,500,000		34,500,000		34,500,000	23,900,602
Weighted average shares outstanding, diluted	34,500,000		34,500,000		34,500,000	23,900,602
Basic net loss per share	$ 0		$ (0.03)		$ 0	$ (0.16)
Diluted net loss per share	$ 0		$ (0.03)		$ 0	$ (0.16)
Common Class A [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (10,845)		$ (32,217)		$ (17,476)	$ (112,825)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(10,845)		(32,217)		(17,476)	(112,825)
Deemed dividend for accretion of temporary equity in excess of fair value	0		0		0	0
Allocation of net loss and deemed dividend	$ (10,845)		$ (32,217)		$ (17,476)	$ (112,825)
Denominator
Weighted average shares outstanding, basic	990,000		990,000		990,000	685,843
Weighted average shares outstanding, diluted	990,000		990,000		990,000	685,843
Basic net loss per share	$ (0.01)		$ (0.03)		$ (0.02)	$ (0.16)
Diluted net loss per share	$ (0.01)		$ (0.03)		$ (0.02)	$ (0.16)
Common Class B [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (54,773)		$ (162,712)		$ (88,262)	$ (607,099)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(54,773)		(162,712)		(88,262)	(607,099)
Deemed dividend for accretion of temporary equity in excess of fair value	0		0		0	0
Allocation of net loss and deemed dividend	$ (54,773)		$ (162,712)		$ (88,262)	$ (607,099)
Denominator
Weighted average shares outstanding, basic	5,000,000		5,000,000		5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000		5,000,000		5,000,000	5,000,000
Basic net loss per share	$ (0.01)		$ (0.03)		$ (0.02)	$ (0.12)
Diluted net loss per share	$ (0.01)		$ (0.03)		$ (0.02)	$ (0.12)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash equivalents	$ 0				$ 0		$ 0
Shares measured to their redemption amount due to initial carrying amount of the common stock is less price per share	$ 10				$ 10
Temporary Equity, Redemption Price Per Share	$ 10				$ 10
Common stock subject to possible redemption	34,500,000				34,500,000		34,500,000
Temporary equity accretion to redemption value	$ 490,019	$ 28,158		$ 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	$ 9,911,901
Retained Earnings [Member]
Temporary equity accretion to redemption value	$ 490,019	$ 28,158		$ 9,748,359		$ 9,748,359
Common Class A [Member]
Temporary Equity, Redemption Price Per Share	$ 10				$ 10		$ 10
Common stock subject to possible redemption	34,500,000				34,500,000		34,500,000
Temporary equity accretion to redemption value	$ 490,019		$ 0		$ 518,177	$ 19,660,260
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Common stock subject to possible redemption	34,500,000				34,500,000		34,500,000
Triggering Events Stock Trading Price One [Member] \| Common Class A [Member]
Conversion of share, price per share					$ 30
Triggering Events Stock Trading Price Two [Member] \| Common Class A [Member]
Conversion of share, price per share					40
Triggering Events Stock Trading Price Three [Member] \| Common Class A [Member]
Conversion of share, price per share					$ 50

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)		6 Months Ended
	Mar. 08, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance of Private Placement		$ 0	$ 9,900,000
IPO [Member]
Sale of private placement shares,Shares	345,000,000
Over-Allotment Option [Member]
Sale of private placement shares,Shares		4,500,000
Shares Issued, Price Per Share	$ 10
Common Class A [Member]
Common Stock Par Value Per Share		$ 0.0001		$ 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
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

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended	6 Months Ended
	Feb. 28, 2021	Jan. 19, 2021	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021	Jul. 30, 2021
Stock shares issued during the period for services value			$ 12,500
Due to related party				$ 410,614	$ 600
Operating Costs Incurred Related Party [Member]
Due to related party				$ 410,614	$ 600
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				410,014
Sponser [Member] \| Operating Costs Incurred Related Party [Member]
Due to Related Parties						$ 25,000
Due from Related Parties				$ 331,946
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%
Class K Founder Shares [Member]
Percent of stock convertible				30%

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Mar. 08, 2021
Loss Contingencies [Line Items]
Underwriter Deferred Discount	$ 12,075,000	$ 12,075,000
Over-Allotment Option [Member]
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) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Preferred Stock Par Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock Shares Authorized	1,000,000	1,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common stock subject to possible redemption	34,500,000	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	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	200,000,000	200,000,000
Common Stock Shares Issued	990,000	990,000
Common Stock Shares Outstanding	990,000	990,000
Common stock subject to possible redemption	34,500,000	34,500,000
Common stock shares voting rights	one vote
Common Class B [Member]
Common Stock Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	30,000,000	30,000,000
Common Stock Shares Issued	5,000,000	5,000,000
Common Stock Shares Outstanding	5,000,000	5,000,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities That Are Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 [Member] \| Marketable securities held in Trust Account [Member]
Assets:
Marketable securities held in Trust Account	$ 345,535,206	$ 345,017,029
Level 3 [Member] \| Class K Founder Shares [Member]
Liabilities:
Class K Founder Shares derivative liabilities		$ 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, 2021 yr
Input Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.54
Term to Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.5
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.5
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	9.7
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	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) - Class K Founder Shares [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance, Shares	$ 150,000	$ 12,150,000	$ 150,000	$ 12,150,000
Change in fair value	(150,000)	(9,000,000)	0	(850,000)
Ending balance, shares		$ 3,150,000	$ 0	$ 2,300,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Fair Value Disclosures [Line Items]
Class K Founder Shares derivative liabilities					$ 150,000
Class K Founder Shares Liability [Member]
Fair Value Disclosures [Line Items]
Class K Founder Shares derivative liabilities	$ 0		$ 0
Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value Disclosures [Line Items]
Transfers between levels	$ 0	$ 0	$ 0	$ 0

Income Taxes – Additional

Income Taxes – Additional Information (Detail) - USD ($)		3 Months Ended	6 Months Ended
Income Taxes – Additional Information (Detail) - USD ($)	Dec. 31, 2021	Jun. 30, 2022	Jun. 30, 2022
Changes in valuation allowance	$ 1,165,271		$ 1,277,072
Unrecognized tax benefits	0	$ 0	0
Accrued interest and penalties	0	0	0
Income Tax Expense (Benefit)		$ 49,393	$ 49,393
Effective Income Tax Rate Reconciliation, Percent		33.56%	33.56%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21%
Domestic Tax Authority [Member]
Operating loss carryforwards	$ 0	$ 0	$ 0