Hamilton Lane Alliance Holdings I (HLAH) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-39884
Entity Registrant Name	HAMILTON LANE ALLIANCE HOLDINGS I, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3019776
Entity Address, Address Line One	110 Washington Street, Suite 1300
Entity Address, City or Town	Conshohocken
Entity Address State Or Province	PA
Entity Address, Postal Zip Code	19428
City Area Code	610
Local Phone Number	934-2222
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001826814
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	HLAHU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable common stock as part of the units
Trading Symbol	HLAH
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	HLAHW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,870,588

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 143,711	$ 186,941
Prepaid expenses	381,338	668,275
Total current assets	525,049	855,216
Investments held in Trust Account	276,082,630	276,009,220
Total assets	276,607,679	276,864,436
Current liabilities:
Accounts payable	2,203	6,341
Accrued expenses	18,730	95,914
Franchise tax payable	18,687	59,025
Working Capital Loan - related party	950,000	600,000
Total current liabilities	989,620	761,280
Deferred underwriting commissions	9,660,000	9,660,000
Derivative warrant liabilities	1,220,925	8,387,288
Total liabilities	11,870,545	18,808,568
Commitments & Contingencies (Note 6)
Class A common stock shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value as of June 30, 2022 and December 31, 2021	276,000,000	276,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued or outstanding
Accumulated deficit	(11,263,353)	(17,944,619)
Total stockholders' deficit	(11,262,866)	(17,944,132)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' deficit	276,607,679	276,864,436
Class B Common Stock
Stockholders' Deficit:
Common stock	$ 487	$ 487

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	250,000,000	250,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Temporary equity, shares outstanding	27,600,000	27,600,000
Class A Common Stock Subject to Redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	27,600,000	27,600,000
Class B Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	25,000,000	25,000,000
Common shares, shares issued	4,870,588	4,870,588
Common shares, shares outstanding	4,870,588	4,870,588
Maximum shares subject to forfeiture	1,803,922
Class B Common Stock | Sponsor
Maximum shares subject to forfeiture	1,803,922	1,803,922

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
General and administrative expenses	$ 217,507	$ 242,836	$ 459,330	$ 568,562
Franchise tax expense	49,862	107,238	99,178	156,553
Loss from operations	(267,369)	(350,074)	(558,508)	(725,115)
Other income (expense)
Change in fair value of derivative warrant liabilities	2,616,675	(2,986,221)	7,166,363	(712,088)
Financing costs associated with issuance of warrants				(459,419)
Income from investments held in Trust Account	66,603	16,062	73,410	19,011
Total other income	2,683,278	(2,970,159)	7,239,773	(1,152,496)
Income (loss) before income taxes	2,415,909	(3,320,233)	6,681,265	(1,877,611)
Net income (loss)	$ 2,415,909	$ (3,320,233)	$ 6,681,265	$ (1,877,611)
Class A Common Stock
Other income (expense)
Basic, weighted average number of shares outstanding	27,600,000	27,600,000	27,600,000	25,465,193
Diluted, weighted average number of shares outstanding	27,600,000	27,600,000	27,600,000	25,465,193
Basic, net income (loss) per share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)
Diluted, net income (loss) per share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)
Class B Common Stock
Other income (expense)
Basic, weighted average number of shares outstanding	3,066,666	3,066,666	3,066,666	3,035,727
Diluted, weighted average number of shares outstanding	3,066,666	3,066,666	3,066,666	3,035,727
Basic, net income (loss) per share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)
Diluted, net income (loss) per share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (Parenthetical) - Class B Common Stock - shares	Jun. 30, 2022	Dec. 31, 2021
Maximum shares subject to forfeiture	1,803,922
Sponsor
Maximum shares subject to forfeiture	1,803,922	1,803,922

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Common Stock Class B Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 487	$ 24,513	$ (6,362)	$ 18,638
Balance at the beginning (in shares) at Dec. 31, 2020	4,870,588
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of cash received over fair value of private placement warrants		3,258,667		3,258,667
Accretion to Class A common stock redemption amount		(3,283,180)	(19,957,512)	(23,240,692)
Net income (loss)			1,442,622	1,442,622
Balance at the end at Mar. 31, 2021	$ 487		(18,521,252)	(18,520,765)
Balance at the end (in shares) at Mar. 31, 2021	4,870,588
Balance at the beginning at Dec. 31, 2020	$ 487	$ 24,513	(6,362)	18,638
Balance at the beginning (in shares) at Dec. 31, 2020	4,870,588
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(1,877,611)
Balance at the end at Jun. 30, 2021	$ 487		(21,841,485)	(21,840,998)
Balance at the end (in shares) at Jun. 30, 2021	4,870,588
Balance at the beginning at Mar. 31, 2021	$ 487		(18,521,252)	(18,520,765)
Balance at the beginning (in shares) at Mar. 31, 2021	4,870,588
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(3,320,233)	(3,320,233)
Balance at the end at Jun. 30, 2021	$ 487		(21,841,485)	(21,840,998)
Balance at the end (in shares) at Jun. 30, 2021	4,870,588
Balance at the beginning at Dec. 31, 2021	$ 487		(17,944,619)	(17,944,132)
Balance at the beginning (in shares) at Dec. 31, 2021	4,870,588
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			4,265,357	4,265,357
Balance at the end at Mar. 31, 2022	$ 487		(13,679,262)	(13,678,775)
Balance at the end (in shares) at Mar. 31, 2022	4,870,588
Balance at the beginning at Dec. 31, 2021	$ 487		(17,944,619)	(17,944,132)
Balance at the beginning (in shares) at Dec. 31, 2021	4,870,588
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				6,681,265
Balance at the end at Jun. 30, 2022	$ 487		(11,263,353)	(11,262,866)
Balance at the end (in shares) at Jun. 30, 2022	4,870,588
Balance at the beginning at Mar. 31, 2022	$ 487		(13,679,262)	(13,678,775)
Balance at the beginning (in shares) at Mar. 31, 2022	4,870,588
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			2,415,909	2,415,909
Balance at the end at Jun. 30, 2022	$ 487		$ (11,263,353)	$ (11,262,866)
Balance at the end (in shares) at Jun. 30, 2022	4,870,588

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED) (Parenthetical) - Class B Common Stock - shares	Jun. 30, 2022	Dec. 31, 2021	Sep. 22, 2020
Maximum shares subject to forfeiture	1,803,922
Number of forfeiture	1,803,922		400,000
Sponsor
Maximum shares subject to forfeiture	1,803,922	1,803,922
Number of forfeiture			7,441,176

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)			$ 6,681,265	$ (1,877,611)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	$ (2,616,675)	$ 2,986,221	(7,166,363)	712,088
Financing costs associated with issuance of warrants				459,419
Income from investments held in Trust Account	(66,603)	(16,062)	(73,410)	(19,011)
Changes in operating assets and liabilities:
Prepaid expenses			286,937	(1,030,799)
Franchise tax payable			(40,337)	94,672
Accounts payable			(4,138)	7,335
Accrued expenses			(7,184)	37,001
Net cash used in operating activities			(323,230)	(1,616,906)
Cash Flows from Investing Activities
Cash deposited in Trust Account				(276,000,000)
Net cash used in investing activities				(276,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party			350,000	300,000
Payment of note payable to related party				(300,000)
Proceeds received from initial public offering, gross				276,000,000
Proceeds received from private placement				7,520,000
Offering costs paid			(70,000)	(6,027,494)
Net cash provided by financing activities			280,000	277,492,506
Net change in cash			(43,230)	(124,400)
Cash - beginning of the period			186,941	200,526
Cash - end of the period	$ 143,711	$ 76,126	$ 143,711	76,126
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses				70,000
Deferred underwriting commissions in connection with the initial public offering				$ 9,660,000

Description of organization and

Description of organization and business operations	6 Months Ended
	Jun. 30, 2022
Description of organization and business operations
Description of organization and business operations	Note 1 - Description of organization and business operations Hamilton Lane Alliance Holdings I, Inc. (the “Company”) was incorporated in Delaware on September 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (each, a “Business Combination” and the initial Business Combination, the “Initial Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022, relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. 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 income in the form of interest income on investments held in trust after its initial public offering and private placement described below. The Company’s Sponsor is HL Alliance Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (IPO) was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units (the “Units” and, with respect to the Class A Common Stock included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.9 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an Initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders (the “Public Stockholders”) of 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 held in the Trust Account (initially at $10.00 per Public Share), calculated as of two amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity,” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain stockholder approval for business or other 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 without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 5) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination. The 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (as such period may be extended pursuant to the Certificate of Incorporation, 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 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) 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 other funds held in the Trust Account that will be available to fund the redemption of the 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, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), 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 Public 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and 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. Liquidity and Going Concern As of June 30, 2022, the Company had approximately $144,000 in cash and a working capital deficit of approximately $465,000, inclusive of $950,000 in loans payable to the Company’s Sponsor and approximately $19,000 of tax obligations that may be paid from income from investments held in the Trust Account. The Company’s liquidity needs to date have been satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of $300,000 under a promissory note provided prior to its Initial Public Offering (see Note 5). The Company repaid the promissory note of $300,000 on January 20, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the Private Placement held outside of the Trust Account, and loans from the Sponsor of $950,000. The Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intend, but are not obligated, to provide Working Capital Loans (as defined in Note 5) as needed to meet liquidity needs. On March 26, 2021, the Company entered into a promissory note with its Sponsor in the principal amount of up to $300,000 and on July 22, 2021, the Company entered into an additional promissory note with the Sponsor, (collectively, the “Agreements”), pursuant to which the Company may borrow up to $2.0 million from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination (see Note 5). As of June 30, 2022, $950,000 was outstanding related to these Agreements, leaving approximately $1.35 million available under the $2.0 million promissory note as of June 30, 2022. Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will use the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that if the Company is unable to complete a Business Combination by January 15, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date. ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 22, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. 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. Use of Estimates The preparation of accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets 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 income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in the Trust Account. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Working Capital Loan - Related Party The Company has elected the fair value option to account for its working capital loan - related party with its Sponsor as defined and more fully described in Note 5. The primary reason for electing the fair value option is to provide better information on the financial liability amount given current market and economic conditions of the Company. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan - related party on the unaudited condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity Offering Costs Associated with The Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering on January 15, 2021. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance recorded against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is 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 The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) adjusted for the effects of a deemed dividend to Class A stockholders by the weighted average shares of common stock outstanding for the respective period. The calculation of weighted average shares of Class B common stock outstanding was reduced for an aggregate of 1,803,922 shares of Class B common stock (the “Contingent Founder Shares”) held by the Sponsor that are subject to forfeiture and transfer restrictions unless and until the trading price of Class A common stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 5). The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,333 shares of common stock as their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022. The following table reflects the calculation of basic and diluted net income (loss) per common share adjusted for the effects of a deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2022 ​ 2022 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 2,174,318 ​ $ 241,591 ​ $ 6,013,139 ​ $ 668,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 27,600,000 ​ ​ 3,066,666 ​ 27,600,000 ​ 3,066,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.08 ​ $ 0.08 ​ $ 0.22 ​ $ 0.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2021 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (2,988,210) ​ $ (332,023) ​ $ (19,087,629) ​ $ (2,275,452) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 27,600,000 ​ ​ 3,066,666 ​ 25,465,193 ​ 3,035,727 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ (0.11) ​ $ (0.11) ​ $ (0.75) ​ $ (0.75) ​ Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Initial Public Offering.
Initial Public Offering	Note 3 - Initial Public Offering On January 15, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.9 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one share of Class A Common Stock and one

Private Placement Warrants

Private Placement Warrants	6 Months Ended
	Jun. 30, 2022
Private Placement Warrants.
Private Placement Warrants	Note 4 - Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor transferred 1,478,933 of its Private Placement Warrants to certain employees of its ultimate parent entity, Hamilton Lane Incorporated, as permitted transferees for services rendered to Hamilton Lane Incorporated in connection with the Company.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On September 22, 2020, the Sponsor subscribed to purchase 14,375,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 23, 2020. Shares and the associated amounts reflect: (i) the reverse stock split of Class B Common Stock in October 2020, (ii) the forfeiture of 7,441,176 shares of Class B Common Stock by the Sponsor in December 2020, and (iii) the 6 Of the 4,870,588 shares of Class B Common Stock outstanding, an aggregate of 1,803,922 shares (up to 235,294 Contingent Founder Shares were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriters) (the “Contingent Founder Shares”) are not transferable, assignable or salable until (A) with respect to half of the Contingent Founder Shares, if the last reported sale price of Class A Common Stock equals or exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing one year after the closing of the Initial Business Combination until two years after the closing of the Initial Business Combination, and (B) with respect to the remaining Contingent Founder Shares, if the last reported sale price of Class A Common Stock equals or exceeds $15.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing two years after the closing of the Initial Business Combination until three years after the closing of the Initial Business Combination. The Sponsor will forfeit the Contingent Founder Shares for no consideration to the extent the $12.50 and $15.00 trading price thresholds described in clauses A and B are not met during the specified periods. The underwriter exercised its over-allotment option in full on January 15, 2021; thus, the 235,294 Contingent Founder Shares are no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last reported sale price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On September 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. Prior to the Initial Public Offering, the Company borrowed $300,000 under the Note. The Company fully repaid the Note on January 20, 2021. After repayment, the Note was no longer available for borrowings. In addition, in order to fund working capital deficiencies or 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 intended, but were not obligated to, loan the Company funds as may be required (“Working Capital Loans”). On March 26, 2021, the Company entered into a promissory note with its Sponsor in the principal amount of up to $300,000 and on July 22, 2021, the Company entered an additional promissory note in the with the Sponsor, (collectively, the “Agreements”), pursuant to which the Company may borrow up to $2.0 million from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. These Working Capital Loans do not bear any interest. All unpaid principal under the Working Capital Loans is due and payable in full on the effective date of the Business Combination (the “Maturity Date”). Pursuant to the terms of the Agreements, the Company is not required to repay the Working Capital Loans if it fails to complete the Business Combination. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under this Working Capital Loans into warrants to purchase the Company’s Class A common stock, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. On March 26, 2021, the Company borrowed $300,000 from the Sponsor under such Working Capital Loans, on August 25, 2021, the Company borrowed an additional $300,000, on March 1, 2022, the Company borrowed $75,000, on April 30, 2022 the Company borrowed $100,000 and on May 25, 2022 the Company borrowed $175,000 under the additional promissory note. As of June 30, 2022 and December 31, 2021, $950,000 and $600,000, respectively, was outstanding under the Agreements.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration rights The holders of the Founder Shares, Private Placement Units (including securities contained therein) and the units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or the warrants issued as part of the units upon conversion of the Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, the holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company would not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. ​ Management continues to evaluate the impact of these risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	6 Months Ended
	Jun. 30, 2022
Derivative Warrant Liabilities
Derivative Warrant Liabilities	Note 7 - Derivative Warrant Liabilities As of June 30, 2022 and December 31, 2021, there were 9,200,000 and 5,013,333 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants currently trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A Common Stock upon exercise of a warrant unless Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the Initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except pursuant to certain limited exceptions) and they will not, other than as set forth in “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00,” be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except other than the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “- Warrants - Public Shareholders’ Warrants - Anti-dilution Adjustments”) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for when the price per share of Class A Common Stock equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $ 10.00 per share (as adjusted) on the trading day before the Company sends the notice of redemption to the warrant holders; ● if, and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 -day period after written notice of redemption is given. The “fair market value” of Class A Common Stock shall mean the volume weighted average price of Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. ​

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption	Note 8- Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 250,000,000 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 27,600,000 shares of Class A common stock outstanding subject to possible redemption. As of June 30, 2022 and December 31, 2021, the Class A common stock reflected on the condensed balance sheets is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 276,000,000 Less: ​ ​ Proceeds allocated to Public Warrants ​ (7,820,000) Class A common stock issuance costs ​ (15,420,692) Plus: ​ ​ Accretion of carrying value to redemption value ​ 23,240,692 Class A common stock subject to possible redemption ​ $ 276,000,000 ​

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity
Stockholders' Equity	Note 9-Stockholders’ Equity Preferred Stock— Class A Common Stock— Class B Common Stock— 6 4,870,588 shares of Class B common stock outstanding, (i) an aggregate of up to 400,000 shares of Class B Common Stock were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 10% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering, and (ii) 1,803,922 shares of Class B common stock (up to 235,294 Contingent Founder Shares were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriters) held by the Sponsor are subject to forfeiture and transfer restrictions unless and until the trading price of Class A common stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 5). The underwriter exercised its over-allotment option in full on January 15, 2021; thus, these 400,000 Founder Shares and 235,294 Contingent Founder Shares were no longer subject to forfeiture. As of June 30, 2022 and December 31, 2021, there are 4,870,588 shares of Class B common stock including the 1,803,922 shares of Contingent Founder Shares subject to forfeiture. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard to the Company’s directors prior to the Initial Business Combination, holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the Initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 10-Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, by level within the fair value hierarchy: June 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs ​ ​ (Level 1) (Level 2) (Level 3) Investments held in Trust Account: ​ ​ ​ ​ Money Market Funds ​ $ 276,082,630 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Working capital loan - related party ​ $ — ​ $ — ​ $ 950,000 Derivative warrant liabilities ​ $ 790,280 ​ $ 430,645 ​ $ — ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Investments held in Trust Account: ​ ​ ​ Money Market Funds ​ $ 276,009,220 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Working capital loan - related party ​ $ — ​ $ — ​ $ 600,000 Derivative warrant liabilities ​ $ 5,428,920 ​ $ 2,958,368 ​ $ — ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in March 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement in March 2021 based on the observed price for Public Warrants. There were no transfers to/from Level 1, 2, and 3 during the three and six months ended June 30, 2022. Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a likely modified Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to the expected term to exercise. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The activity of the working capital loan – related party for the period for the six months ended June 30, 2022 is summarized as follows: ​ ​ ​ ​ ​ Working capital loan - related party at December 31, 2021 $ 600,000 Additional borrowing ​ ​ 75,000 Working capital loan - related party at March 31, 2022 ​ ​ 675,000 Additional borrowing ​ ​ 275,000 Working capital loan - related party at June 30, 2022 ​ $ 950,000 ​

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 22, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. 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.
Use of Estimates	Use of Estimates The preparation of accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of June 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets 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 income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in the Trust Account. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.
Working Capital Loan - Related Party	Working Capital Loan - Related Party The Company has elected the fair value option to account for its working capital loan - related party with its Sponsor as defined and more fully described in Note 5. The primary reason for electing the fair value option is to provide better information on the financial liability amount given current market and economic conditions of the Company. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan - related party on the unaudited condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.
Derivative warrant liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity
Offering Costs Associated with The Initial Public Offering	Offering Costs Associated with The Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering on January 15, 2021. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation allowance recorded against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is 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 The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) adjusted for the effects of a deemed dividend to Class A stockholders by the weighted average shares of common stock outstanding for the respective period. The calculation of weighted average shares of Class B common stock outstanding was reduced for an aggregate of 1,803,922 shares of Class B common stock (the “Contingent Founder Shares”) held by the Sponsor that are subject to forfeiture and transfer restrictions unless and until the trading price of Class A common stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 5). The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,333 shares of common stock as their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022. The following table reflects the calculation of basic and diluted net income (loss) per common share adjusted for the effects of a deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2022 ​ 2022 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 2,174,318 ​ $ 241,591 ​ $ 6,013,139 ​ $ 668,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 27,600,000 ​ ​ 3,066,666 ​ 27,600,000 ​ 3,066,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.08 ​ $ 0.08 ​ $ 0.22 ​ $ 0.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2021 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (2,988,210) ​ $ (332,023) ​ $ (19,087,629) ​ $ (2,275,452) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 27,600,000 ​ ​ 3,066,666 ​ 25,465,193 ​ 3,035,727 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ (0.11) ​ $ (0.11) ​ $ (0.75) ​ $ (0.75) ​
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Schedule of basic and diluted net income (loss) per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2022 ​ 2022 ​ Class A Class B Class A Class B Basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 2,174,318 ​ $ 241,591 ​ $ 6,013,139 ​ $ 668,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 27,600,000 ​ ​ 3,066,666 ​ 27,600,000 ​ 3,066,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.08 ​ $ 0.08 ​ $ 0.22 ​ $ 0.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2021 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (2,988,210) ​ $ (332,023) ​ $ (19,087,629) ​ $ (2,275,452) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common shares outstanding ​ ​ 27,600,000 ​ ​ 3,066,666 ​ 25,465,193 ​ 3,035,727 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ (0.11) ​ $ (0.11) ​ $ (0.75) ​ $ (0.75)

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption
Schedule of class A common stock shares subject to possible redemption	As of June 30, 2022 and December 31, 2021, the Class A common stock reflected on the condensed balance sheets is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 276,000,000 Less: ​ ​ Proceeds allocated to Public Warrants ​ (7,820,000) Class A common stock issuance costs ​ (15,420,692) Plus: ​ ​ Accretion of carrying value to redemption value ​ 23,240,692 Class A common stock subject to possible redemption ​ $ 276,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Schedule of financial assets and financial liabilities that are measured at fair value on a recurring basis	June 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs ​ ​ (Level 1) (Level 2) (Level 3) Investments held in Trust Account: ​ ​ ​ ​ Money Market Funds ​ $ 276,082,630 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Working capital loan - related party ​ $ — ​ $ — ​ $ 950,000 Derivative warrant liabilities ​ $ 790,280 ​ $ 430,645 ​ $ — ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Investments held in Trust Account: ​ ​ ​ Money Market Funds ​ $ 276,009,220 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Working capital loan - related party ​ $ — ​ $ — ​ $ 600,000 Derivative warrant liabilities ​ $ 5,428,920 ​ $ 2,958,368 ​ $ —
Summary of activity of the working capital loan - related party	​ ​ ​ ​ ​ Working capital loan - related party at December 31, 2021 $ 600,000 Additional borrowing ​ ​ 75,000 Working capital loan - related party at March 31, 2022 ​ ​ 675,000 Additional borrowing ​ ​ 275,000 Working capital loan - related party at June 30, 2022 ​ $ 950,000

Description of organization a_2

Description of organization and business operations (Details)

6 Months Ended

Jul. 22, 2021 USD ($) $ / shares

Jan. 20, 2021 USD ($)

Jan. 15, 2021 USD ($) $ / shares shares

Jan. 14, 2021 USD ($)

Sep. 22, 2020 USD ($)

Sep. 15, 2020

Jun. 30, 2022 USD ($) $ / shares shares

Jun. 30, 2021 USD ($)

May 25, 2022 USD ($)

Apr. 30, 2022 USD ($)

Mar. 01, 2022 USD ($)

Dec. 31, 2021 USD ($)

Aug. 25, 2021 USD ($)

Mar. 31, 2021 USD ($)

Mar. 26, 2021 USD ($)

Dec. 31, 2020 USD ($)

Oct. 31, 2020 $ / shares

Subsidiary, Sale of Stock [Line Items]

Condition for future business combination number of businesses minimum

1

Share price | $ / shares

$ 10

Proceeds received from initial public offering, gross

$ 276,000,000

Offering costs

$ 70,000

6,027,494

Deferred underwriting commissions

$ 9,660,000

$ 9,660,000

Price of warrant | $ / shares

$ 11.50

Redemption of shares calculated based on business days prior to consummation of business combination (in days)

2 days

Months to complete acquisition

24 years

Redemption period upon closure

10 days

Cash

$ 143,711

186,941

Working capital

465,000

Working capital loan payable

950,000

Proceeds from Related Party Debt

350,000

300,000

Repayments of Related Party Debt

300,000

Total balance outstanding related to these Working Capital Loans

950,000

$ 950,000

600,000

$ 675,000

$ 600,000

Amount of tax obligations

19,000

Rounded value

Subsidiary, Sale of Stock [Line Items]

Cash

$ 144,000

Public Warrants

Subsidiary, Sale of Stock [Line Items]

Share price | $ / shares

$ 10

Initial Public Offering

Subsidiary, Sale of Stock [Line Items]

Sale of units in initial public offering, Net (in shares) | shares

27,600,000

Share price | $ / shares

$ 10

Proceeds received from initial public offering, gross

$ 276,000,000

Offering costs

15,900,000

Deferred underwriting commissions

$ 9,700,000

Maturity term

185 days

Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account

80

Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination

50

Condition For Future Business Combination Threshold Net Tangible Assets

$ 5,000,001

Threshold percentage of public shares subject to redemption without companys prior written consent

15

Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)

100%

Maximum Allowed Dissolution Expenses

$ 100,000

Private Placement | Private Placement Warrants

Subsidiary, Sale of Stock [Line Items]

Sale of Private Placement Warrants (in shares) | shares

5,013,333

5,013,333

Price of warrant | $ / shares

$ 1.50

$ 1.50

Proceeds received from private placement

$ 7,500,000

$ 7,500,000

Over-allotment option

Subsidiary, Sale of Stock [Line Items]

Sale of units in initial public offering, Net (in shares) | shares

3,600,000

Share price | $ / shares

$ 10

Promissory Note with Related Party

Subsidiary, Sale of Stock [Line Items]

Proceeds from Related Party Debt

$ 300,000

Amount available under promissory note

$ 300,000

Sponsor | Private Placement Warrants

Subsidiary, Sale of Stock [Line Items]

Proceeds from Related Party Debt

950,000

Sponsor | Founder Shares

Subsidiary, Sale of Stock [Line Items]

Proceeds from issuance of shares

25,000

Sponsor | Promissory Note with Related Party

Subsidiary, Sale of Stock [Line Items]

Aggregate principal amount

$ 300,000

Proceeds from Related Party Debt

$ 2,000,000

$ 300,000

$ 300,000

Total balance outstanding related to these Working Capital Loans

1,350,000

Amount available under promissory note

2,000,000

Sponsor | Working Capital Loans With Related Party

Subsidiary, Sale of Stock [Line Items]

Amount available under promissory note

$ 950,000

$ 600,000

Class A Common Stock | Initial Public Offering

Subsidiary, Sale of Stock [Line Items]

Sale of units in initial public offering, Net (in shares) | shares

27,600,000

Share price | $ / shares

$ 10

Proceeds received from initial public offering, gross

$ 276,000,000

Offering costs

15,900,000

Deferred underwriting commissions

$ 9,700,000

Class A Common Stock | Sponsor | Promissory Note with Related Party

Subsidiary, Sale of Stock [Line Items]

Amount available under promissory note

$ 175,000

$ 100,000

$ 75,000

$ 300,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Cash equivalents	$ 0	$ 0
Federal depositary insurance coverage	250,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
U.S. Treasury Securities
Maximum maturity term of investments	185 days
Class A Common Stock
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000	27,600,000
Class A common stock subject to possible redemption, issued (in shares)	27,600,000	27,600,000
Class B Common Stock
Maximum shares subject to forfeiture	1,803,922
Private Placement Warrants
Number of shares issued	14,213,333

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income (loss)	$ 2,174,318	$ (2,988,210)	$ 6,013,139	$ (19,087,629)
Denominator:
Basic, weighted average common shares outstanding	27,600,000	27,600,000	27,600,000	25,465,193
Diluted, weighted average common shares outstanding	27,600,000	27,600,000	27,600,000	25,465,193
Basic, net income (loss) per common share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)
Diluted, net income (loss) per common share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)
Class B Common Stock
Numerator:
Allocation of net income (loss)	$ 241,591	$ (332,023)	$ 668,126	$ (2,275,452)
Denominator:
Basic, weighted average common shares outstanding	3,066,666	3,066,666	3,066,666	3,035,727
Diluted, weighted average common shares outstanding	3,066,666	3,066,666	3,066,666	3,035,727
Basic, net income (loss) per common share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)
Diluted, net income (loss) per common share	$ 0.08	$ (0.11)	$ 0.22	$ (0.75)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		6 Months Ended
	Jan. 15, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Oct. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10
Proceeds received from initial public offering, gross			$ 276,000,000
Offering costs		$ 70,000	$ 6,027,494
Deferred underwriting commissions		$ 9,660,000		$ 9,660,000
Exercise price of warrants		$ 0.0001
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		10
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	27,600,000
Purchase price, per unit	$ 10
Proceeds received from initial public offering, gross	$ 276,000,000
Offering costs	15,900,000
Deferred underwriting commissions	$ 9,700,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.3
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,600,000
Purchase price, per unit	$ 10
Class A Common Stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	27,600,000
Purchase price, per unit					$ 10
Proceeds received from initial public offering, gross	$ 276,000,000
Offering costs	15,900,000
Deferred underwriting commissions	$ 9,700,000
Number of shares in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Jan. 15, 2021	Jun. 30, 2022	Jul. 22, 2021
Subsidiary, Sale of Stock [Line Items]
Price of warrants			$ 11.50
Exercise price of warrant		$ 0.0001
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sponsor transferred amount		1,478,933
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,013,333	5,013,333
Price of warrants	$ 1.50	$ 1.50
Proceeds received from private placement	$ 7.5	$ 7.5
Private Placement | Class A Common Stock | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)				1 Months Ended		6 Months Ended
	Jan. 31, 2021 $ / shares	Jan. 15, 2021	Sep. 22, 2020 $ / shares shares	Jan. 31, 2021 $ / shares	Nov. 30, 2020 shares	Jun. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A Common Stock
Related Party Transaction [Line Items]
Common shares, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares)						0	0
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001
Stock split			1.2
Shares subject to forfeiture			400,000			1,803,922
Common shares, shares outstanding (in shares)			4,870,588			4,870,588	4,870,588
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			14,375,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Stock split			1.2
Shares subject to forfeiture			7,441,176
Common shares, shares outstanding (in shares)			4,870,588
Founder Shares
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		15%
Founder Shares | Class A Common Stock
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion						1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12.50					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination						20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination						30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						150 days
Founder Shares | Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture			235,294			400,000
Number of Shares Transferred					25,000
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 15
Founder Shares First Half | Class A Common Stock
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion						2 years
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				1 year
Founder Shares Remaining | Class A Common Stock
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion						3 years
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 15
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						2 years

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)

6 Months Ended

Jul. 22, 2021

Mar. 26, 2021

Jan. 20, 2021

Jan. 14, 2021

Sep. 22, 2020

Jun. 30, 2022

Jun. 30, 2021

May 25, 2022

Apr. 30, 2022

Mar. 01, 2022

Dec. 31, 2021

Aug. 25, 2021

Related Party Transaction [Line Items]

Proceeds from Related Party Debt

$ 350,000

$ 300,000

Price of warrant

$ 11.50

Exercise price of warrants

$ 0.0001

Promissory Note with Related Party

Related Party Transaction [Line Items]

Maximum borrowing capacity of related party promissory note

$ 300,000

Proceeds from Related Party Debt

$ 300,000

Principal amount of promissory note

$ 300,000

Promissory Note with Related Party | Sponsor

Related Party Transaction [Line Items]

Proceeds from Related Party Debt

$ 2,000,000

$ 300,000

$ 300,000

Principal amount of promissory note

$ 2,000,000

Promissory Note with Related Party | Sponsor | Class A Common Stock

Related Party Transaction [Line Items]

Principal amount of promissory note

$ 175,000

$ 100,000

$ 75,000

$ 300,000

Related Party Loans | Working capital loans warrant

Related Party Transaction [Line Items]

Proceeds from Related Party Debt

$ 300,000

Price of warrant

$ 1.50

Working Capital Loans With Related Party | Sponsor

Related Party Transaction [Line Items]

Maximum borrowing capacity of related party promissory note

$ 2

Principal amount of promissory note

$ 950,000

$ 600,000

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares
Commitments and Contingencies
Underwriting discount per unit | $ / shares	$ 0.20
Aggregate underwriter cash discount | $	$ 5.5
Deferred fee per unit | $ / shares	$ 0.35
Aggregate deferred underwriting fee payable | $	$ 9.7

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 0.0001
Threshold Trading Days For Calculating Volume Weighted Average Price	10 days
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number Of Warrants Outstanding | shares	5,013,333	5,013,333
Warrant redemption condition minimum share price	$ 10
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Number Of Warrants Outstanding | shares	9,200,000	9,200,000
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Exercise price of warrants	$ 11.50
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | D	20
Warrant exercise price adjustment multiple	115
Maximum Redemption Feature Per Warrant | shares	0.361
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Redemption period	30 days
Warrant exercise price adjustment multiple	180
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10
Warrant redemption condition minimum share price scenario two	10
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period	30 days

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details)	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Temporary Equity [Line Items]
Common Stock, Number Of Votes Per Share | Vote	1
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Temporary equity, shares outstanding	27,600,000	27,600,000
Class A Common Stock
Temporary Equity [Line Items]
Common shares, par value (per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares authorized	250,000,000	250,000,000
Common Stock, Number Of Votes Per Share | Vote	1
Temporary equity, shares outstanding	27,600,000	27,600,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional details (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption
Gross proceeds	$ 276,000,000	$ 276,000,000
Proceeds allocated to Public Warrants	(7,820,000)	(7,820,000)
Class A common stock issuance costs	(15,420,692)	(15,420,692)
Accretion of carrying value to redemption value	23,240,692	23,240,692
Class A common stock subject to possible redemption	$ 276,000,000	$ 276,000,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)		6 Months Ended
	Sep. 22, 2020 shares	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Common shares, votes per share | Vote		1
Ratio to be applied to the stock in the conversion		20
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		250,000,000	250,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		0	0
Common shares, shares outstanding (in shares)		0	0
Class A common stock subject to possible redemption, issued (in shares)		27,600,000	27,600,000
Class A common stock subject to possible redemption, outstanding (in shares)		27,600,000	27,600,000
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)		27,600,000	27,600,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		25,000,000	25,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)		4,870,588	4,870,588
Common shares, shares outstanding (in shares)	4,870,588	4,870,588	4,870,588
Number Of Shares Subject To Forfeiture	400,000	1,803,922
Stock split	1.2
Founder Shares
Class of Stock [Line Items]
Number Of Shares Subject To Forfeiture		400,000
Founder Shares | Class B Common Stock
Class of Stock [Line Items]
Number of shares issued	14,375,000
Number Of Shares Subject To Forfeiture		1,803,922	1,803,922
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders		10%
Sponsor | Class B Common Stock
Class of Stock [Line Items]
Number Of Shares Subject To Forfeiture	7,441,176
Contingent Founder Shares
Class of Stock [Line Items]
Number Of Shares Subject To Forfeiture		235,294

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 1,220,925	$ 8,387,288
Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	790,280	5,428,920
Level 1 | Money Market Funds | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	276,082,630	276,009,220
Level 2 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	430,645	2,958,368
Level 3 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working capital loan - related party	$ 950,000	$ 600,000

Fair Value Measurements working

Fair Value Measurements working capital loan related party (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurements
Additional borrowing	$ 275,000	$ 75,000

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of derivative warrant liabilities	$ (2,616,675)	$ 2,986,221	$ (7,166,363)	$ 712,088

Fair Value Measurements - Addit

Fair Value Measurements - Additional information (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets level 1 to level 2 transfers	$ 0	$ 0
Fair value assets level 2 to level 1 transfers	0	0
Fair value assets transferred into (out of) level 3	$ 0	$ 0