Social Leverage Acquisition Corp I (SLAC) 10-Q 16 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Information Line Items
Entity Registrant Name	SOCIAL LEVERAGE ACQUISITION CORP I
Trading Symbol	SLAC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001834755
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40059
Entity Tax Identification Number	85-4095616
Entity Address, Address Line One	8390 E. Via de Ventura
Entity Address, Address Line Two	Suite F110-207
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85258
City Area Code	(302)
Local Phone Number	492-7522
Title of 12(b) Security	Class A common stock included as part of the units
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 134,143	$ 250,390
Prepaid expenses	296,497	469,528
Total current assets	430,640	719,918
Non-current assets:
Prepaid expenses (non-current)		56,316
Due from related parties	4,008
Investments held in Trust Account	345,524,198	345,034,062
Total Assets	345,958,846	345,810,296
Current liabilities:
Accounts payable	333,688	86,560
Accrued expenses	1,871,450	103,654
Income tax payable	44,608
Franchise tax payable	100,000	197,485
Total current liabilities	2,349,746	387,699
Deferred legal fees	152,224	152,224
Derivative warrant liabilities	2,193,750	12,138,750
Working capital loan	370,269
Deferred underwriting commissions	12,075,000	12,075,000
Total liabilities	17,140,989	24,753,673
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of $10.002 and $10.000 per share as of June 30, 2022 and December 31, 2021, respectively	345,076,540	345,000,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; no non-redeemable shares issued and outstanding
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 as of June 30, 2022 and December 31, 2021	863	863
Additional paid-in capital
Accumulated deficit	(16,259,546)	(23,944,240)
Total stockholders' deficit	(16,258,683)	(23,943,377)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$ 345,958,846	$ 345,810,296

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	34,500,000	34,500,000
Common stock subject to possible redemption value, per share (in Dollars per share)	$ 10.002	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, non-redeemable shares issued
Common stock, non-redeemable shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, non-redeemable shares issued	8,625,000	8,625,000
Common stock, non-redeemable shares outstanding	8,625,000	8,625,000

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	$ 2,094,006	$ 180,160	$ 2,515,001	$ 339,538
General and administrative expenses - related party		25,028		43,361
Franchise tax expenses	50,000	49,314	105,565	97,584
Loss from operations	(2,144,006)	(254,502)	(2,620,566)	(480,483)
Other income (expenses):
Change in fair value of derivative warrant liabilities	3,656,250	2,193,750	9,945,000	438,750
Offering costs associated with derivative warrant liabilities				(560,750)
Interest on working capital loan - related party	(7,496)		(8,729)
Income from investments held in Trust Account	457,334	12,521	490,137	22,333
Net income (loss) before income taxes	1,962,082	1,951,769	7,805,842	(580,150)
Income tax expense	(44,608)		(44,608)
Net income (loss)	$ 1,917,474	$ 1,951,769	$ 7,761,234	$ (580,150)
Class A Common Stock [Member]
Other income (expenses):
Weighted average shares outstanding (in Shares)	34,500,000	34,500,000	34,500,000	25,541,436
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.04	$ 0.05	$ 0.18	$ (0.02)
Class B Common Stock [Member]
Other income (expenses):
Weighted average shares outstanding (in Shares)	8,625,000	8,625,000	8,625,000	8,332,873
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.04	$ 0.05	$ 0.18	$ (0.02)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A Common Stock [Member]
Weighted average shares outstanding	34,500,000	34,500,000	34,500,000	25,541,436
Basic and diluted net income (loss) per share	$ 0.04	$ 0.05	$ 0.18	$ (0.02)
Class B Common Stock [Member]
Weighted average shares outstanding	8,625,000	8,625,000	8,625,000	8,332,873
Basic and diluted net income (loss) per share	$ 0.04	$ 0.05	$ 0.18	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 863	$ 24,137	$ (507)	$ 24,493
Balance (in Shares) at Dec. 31, 2020		8,625,000
Excess cash received over the fair value of the private warrants			2,280,000		2,280,000
Remeasurement of Class A common stock subject to possible redemption amount			(2,304,137)	(26,488,103)	(28,792,240)
Net income (loss)				(2,531,919)	(2,531,919)
Balance at Mar. 31, 2021		$ 863		(29,020,529)	(29,019,666)
Balance (in Shares) at Mar. 31, 2021		8,625,000
Balance at Dec. 31, 2020		$ 863	24,137	(507)	24,493
Balance (in Shares) at Dec. 31, 2020		8,625,000
Net income (loss)					(580,150)
Balance at Jun. 30, 2021		$ 863		(27,068,760)	(27,067,897)
Balance (in Shares) at Jun. 30, 2021		8,625,000
Balance at Mar. 31, 2021		$ 863		(29,020,529)	(29,019,666)
Balance (in Shares) at Mar. 31, 2021		8,625,000
Net income (loss)				1,951,769	1,951,769
Balance at Jun. 30, 2021		$ 863		(27,068,760)	(27,067,897)
Balance (in Shares) at Jun. 30, 2021		8,625,000
Balance at Dec. 31, 2021		$ 863		(23,944,240)	(23,943,377)
Balance (in Shares) at Dec. 31, 2021		8,625,000
Net income (loss)				5,843,760	5,843,760
Balance at Mar. 31, 2022		$ 863		(18,100,480)	(18,099,617)
Balance (in Shares) at Mar. 31, 2022		8,625,000
Balance at Dec. 31, 2021		$ 863		(23,944,240)	(23,943,377)
Balance (in Shares) at Dec. 31, 2021		8,625,000
Net income (loss)					7,761,234
Balance at Jun. 30, 2022		$ 863		(16,259,546)	(16,258,683)
Balance (in Shares) at Jun. 30, 2022		8,625,000
Balance at Mar. 31, 2022		$ 863		(18,100,480)	(18,099,617)
Balance (in Shares) at Mar. 31, 2022		8,625,000
Remeasurement of Class A common stock subject to possible redemption amount				(76,540)	(76,540)
Net income (loss)				1,917,474	1,917,474
Balance at Jun. 30, 2022		$ 863		$ (16,259,546)	$ (16,258,683)
Balance (in Shares) at Jun. 30, 2022		8,625,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 7,761,234	$ (580,150)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(9,945,000)	(438,750)
Offering costs associated with derivative warrant liabilities		560,750
Income from investments held in Trust Account	(490,137)	(22,333)
Interest on working capital loan - related party	8,729
General and administrative expenses paid by related party under promissory note		43,467
Changes in operating assets and liabilities:
Prepaid expenses	229,347	(772,301)
Due from related parties	(4,008)
Accounts payable	247,128	9,668
Accrued expenses	1,767,797	51,000
Income tax payable	44,608
Franchise tax payable	(97,485)	97,584
Net cash used in operating activities	(477,787)	(1,051,065)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)
Cash Flows from Financing Activities:
Proceeds from working capital loan - related party	361,540
Proceeds received from initial public offering, gross		345,000,000
Proceeds received from private placement		9,000,000
Repayment of note payable to related party		(177,857)
Offering costs paid		(7,189,680)
Net cash provided by financing activities	361,540	346,632,463
Net change in cash	(116,247)	581,398
Cash - beginning of the period	250,390
Cash - end of the period	134,143	581,398
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses		116,695
Offering costs paid by related party under promissory note		64,065
Outstanding accounts payable paid by related party under promissory note		26,700
Deferred legal fees		17,306
Deferred underwriting commissions in connection with the initial public offering		12,075,000
Remeasurement of Class A common stock subject to possible redemption	$ 76,540

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations Social Leverage Acquisition Corp I (the “Company”) is a blank check company incorporated in Delaware on December 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from December 1, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering. The Company’s sponsor is Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 4,500,000 additional Units (the “Option Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.1 million and approximately $152,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 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 $9.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 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 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 its initial Business Combination with one or more operating businesses or assets having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. 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 the 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, subject to applicable law and stock exchange listing requirements. 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 anticipated to be $10.00 per Public Share). The per-share 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 5). These Public Shares will be 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 only 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 or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements 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 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 listing requirements, 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 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 their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or don’t vote at all. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or redeem 100% of the Public Shares if the Company does not complete a Business Combination within the initial Combination Period (as defined below) or with respect to any other provisions 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 in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 17, 2023, (as such period may be extended by the Company’s stockholders in accordance with the Certificate of Incorporation, the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares 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 5) 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 in the Trust Account will be only $10.00 or potentially less. 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 (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, Targets 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 $134,000 in its operating bank account and working capital deficit of approximately $1.8 million (not taking into account approximately $145,000 of taxes that may be paid using interest income from the Trust Account). In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, the mandatory liquidation and the subsequent dissolution raise 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 February 17, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to consummate a Business Combination prior to the mandatory liquidation date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statement. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s condensed financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited condensed financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited condensed financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. 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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 Deposit Insurance Corporation coverage limit of $250,000. As of 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, 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 on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equals or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering and exercise of the over-allotment option. 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. 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” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. Derivative warrant liabilities are classified 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 Topic 480 “Distinguishing Liabilities from Equity.” 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no non-redeemable Class A common stock issued or outstanding as of June 30, 2022 and December 31, 2021. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statement 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed 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 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 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 stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 14,625,000 Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. 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 and 2021. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock: For The Three Months Ended For The Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,533,979 $ 383,495 $ 1,561,415 $ 390,354 Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.05 $ 0.05 For The Six Months Ended For The Six Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 6,208,987 $ 1,552,247 $ (437,437 ) $ (142,713 ) Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 25,541,436 8,332,873 Basic and diluted net income (loss) per common stock $ 0.18 $ 0.18 $ (0.02 ) $ (0.02 ) Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On February 17, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including the exercise of the underwriters’ option to purchase 4,500,000 Option Units, at $10.00 per Unit, which generated gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.1 million and approximately $152,000 was for deferred underwriting commissions and deferred legal fees, respectively. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On December 11, 2020, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). On January 20, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 17, 2021, the underwriter fully exercised its option to purchase additional; thus, these 1,125,000 Founder Shares were 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: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within 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, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 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 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 in certain limited circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 11, 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. As of February 17, 2021, the Company borrowed approximately $178,000 under the Note. On February 19, 2021, the Company repaid the Note in full. Subsequent to the repayment, the facility was no longer available to the Company. 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 may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In March 2022, the Company executed a Working Capital Loan (the “March 2022 Working Capital Loan”), bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. As of June 30, 2022 and December 31, 2021, the Company had $300,000 and $0 in borrowings under the March 2022 Working Capital Loan. As of June 30, 2022 and 2021, the Company had approximately $9,000 and $0 in interest earned on the March 2022 Working Capital Loan. The March 2022 Working Capital Loan has a conversion feature that is considered an embedded derivative, but the value is de minimus, as such, the March 2022 Working Capital Loan is presented at fair value on the accompanying condensed balance sheets. In June 2022, the Sponsor and the Company executed another Working Capital Loan (the “June 2022 Working Capital Loan”), bearing interest of 10% annually, providing the Company the ability to borrow up to $400,000. As of June 30, 2022 and December 31, 2021, the Company had $61,540 and $0 in borrowings under the June 2022 Working Capital Loan. As of June 30, 2022 and 2021, the Company has approximately $0 and $0 in interest earned on the June 2022 Working Capital Loan. Administrative Support Agreement and Certain Other Payments Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, support and administrative services. For the three months ended June 30, 2022 and 2021, the Company incurred expenses of approximately $0 and $25,000 under this agreement, included as general and administrative expenses, related party in the unaudited condensed statements of operations, respectively. For the six months ended June 30, 2022 and 2021, the Company incurred expenses of approximately $0 and $43,000 under this agreement, included as general and administrative expenses, related party in the unaudited condensed statements of operations, respectively. As of June 30, 2022 and December 31, 2021, the Company had accrued approximately $60,000, for services in connection with such agreement on the accompanying condensed balance sheets. In April 2022, the Sponsor terminated this agreement. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On February 17, 2021, the underwriter fully exercised its option to purchase additional Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 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. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $225,000 (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of June 30, 2022 and December 31, 2021, there are deferred legal fees of approximately $152,000, recognized in connection with such services on the accompanying unaudited condensed balance sheets.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2022
Common Stock Subject To Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 6 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder 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 34,500,000 shares of Class A common stock outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (9,660,000 ) Offering costs allocated to Class A common stock subject to possible redemption (19,132,240 ) Plus: Remeasurement of Class A common stock subject to possible redemption amount 28,792,240 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Remeasurement of Class A common stock subject to possible redemption amount 76,540 Class A common stock subject to possible redemption, June 30, 2022 $ 345,076,540

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class, with each share entitling the holder to one vote; provided, however that, prior to the closing of the Company’s initial Business Combination, only holders of Class B common stock will have the right to elect or remove the Company’s directors. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, 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 issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution 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 all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus 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 or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2022
Warrants [Abstract]
Warrants	Note 8 - Warrants As of June 30, 2022 and December 31, 2021, the Company had 8,625,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company 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 with the SEC and have an effective registration statement covering 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 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, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A 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 and $10.00 per share redemption trigger prices 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% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees, except in certain limited circumstances. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such 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 as described herein with respect to 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 to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Except as described below, none of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants 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 Class A common stock; and ● if, and only if, the Reference Value equals or exceeds $10.00 per share as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for 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). 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2022 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 345,524,198 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 1,293,750 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 900,000 $ - December 31, 2021 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 345,034,062 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 7,158,750 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 4,980,000 $ - Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in April 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no transfers to/from Levels 1, 2, and 3 during the six months ended June 30, 2022. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, assuming one year to a Business Combination from the IPO date. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) resulting from changes in the fair value of derivative warrant liabilities of approximately $3.7 million and $2.2 million, which is presented in the accompanying statements of operations, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) resulting from changes in the fair value of derivative warrant liabilities of approximately $9.9 million and $0.4 million, which is presented in the accompanying statements of operations, respectively. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Initial Fair Exercise price $ 11.50 Stock price $ 9.72 Volatility 17.6 % Term (in years) 6.5 Risk-free rate 0.85 % There were no changes in fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the six months ended June 30, 2022. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 16,380,000 Change in fair value of derivative warrant liabilities 1,755,000 Derivative warrant liabilities at March 31, 2021 $ 18,135,000 Transfer of Public Warrants to Level 1 (10,695,000 ) Transfer of Private Warrants to Level 2 (7,440,000 ) Derivative warrant liabilities at June 30, 2021 $ -

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the 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 condensed financial statements. Proposed Business Combination On July 31, 2022, the Company entered into a business combination agreement, by and among the Company, SLAC Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and W3BCLOUD Holdings Inc. (“W3BCLOUD”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the business combination were unanimously approved by the Company’s board of directors on July 8, 2022. If the Business Combination Agreement is approved by the Company's stockholders and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into W3BCLOUD (the “Merger”), with W3BCLOUD surviving the Merger as a wholly owned subsidiary of New W3BCLOUD (as defined below). In addition, upon the effectiveness of the Proposed Charter, the Company will be renamed W3BCLOUD, Inc. and is referred to herein as “New W3BCLOUD” following the consummation of the transactions (collectively, the “Business Combination”). Refer to the Form 8-K, as filed with the Securities and Exchange Commission on August 1, 2022 for additional information.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited condensed financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited condensed financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022.
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 condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
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 Deposit Insurance Corporation coverage limit of $250,000. As of 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, 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 on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” equals or approximate the carrying amounts represented in the condensed balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering costs associated with the initial public offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering and exercise of the over-allotment option. 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.
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” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. Derivative warrant liabilities are classified 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 Topic 480 “Distinguishing Liabilities from Equity.” 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no non-redeemable Class A common stock issued or outstanding as of June 30, 2022 and December 31, 2021. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statement 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed 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 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 Common Stock	Net Income (Loss) Per 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 stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 14,625,000 Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. 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 and 2021. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock: For The Three Months Ended For The Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,533,979 $ 383,495 $ 1,561,415 $ 390,354 Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.05 $ 0.05 For The Six Months Ended For The Six Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 6,208,987 $ 1,552,247 $ (437,437 ) $ (142,713 ) Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 25,541,436 8,332,873 Basic and diluted net income (loss) per common stock $ 0.18 $ 0.18 $ (0.02 ) $ (0.02 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share of common stock	For The Three Months Ended For The Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,533,979 $ 383,495 $ 1,561,415 $ 390,354 Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.05 $ 0.05 For The Six Months Ended For The Six Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 6,208,987 $ 1,552,247 $ (437,437 ) $ (142,713 ) Denominator: Basic and diluted weighted average common stock outstanding 34,500,000 8,625,000 25,541,436 8,332,873 Basic and diluted net income (loss) per common stock $ 0.18 $ 0.18 $ (0.02 ) $ (0.02 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Jun. 30, 2022
Common Stock Subject To Possible Redemption [Abstract]
Schedule of subject to possible redemption reflected on the condensed balance sheets	Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (9,660,000 ) Offering costs allocated to Class A common stock subject to possible redemption (19,132,240 ) Plus: Remeasurement of Class A common stock subject to possible redemption amount 28,792,240 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Remeasurement of Class A common stock subject to possible redemption amount 76,540 Class A common stock subject to possible redemption, June 30, 2022 $ 345,076,540

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	June 30, 2022 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 345,524,198 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 1,293,750 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 900,000 $ - December 31, 2021 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 345,034,062 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 7,158,750 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ 4,980,000 $ -
Schedule of fair value measurements inputs	Initial Fair Exercise price $ 11.50 Stock price $ 9.72 Volatility 17.6 % Term (in years) 6.5 Risk-free rate 0.85 %
Schedule of change in the fair value of the derivative warrant liabilities	Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 16,380,000 Change in fair value of derivative warrant liabilities 1,755,000 Derivative warrant liabilities at March 31, 2021 $ 18,135,000 Transfer of Public Warrants to Level 1 (10,695,000 ) Transfer of Private Warrants to Level 2 (7,440,000 ) Derivative warrant liabilities at June 30, 2021 $ -

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		6 Months Ended
	Feb. 17, 2021	Jun. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Offering costs	$ 19,700,000
Deferred underwriting commissions	12,100,000
Deferred legal fees	$ 152,000
Maturity term		185 days
Percentage of assets held in trust account		80%
Pro rata amount per public share (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001
Aggregate public share percentage		15%
Redemption of public shares, percentage		100%
Dissolution expenses		$ 100,000
Price per share held in trust account (in Dollars per share)		$ 10
Public per share (in Dollars per share)		10
Public share due to reduction (in Dollars per share)		$ 10
Operating bank account		$ 134,000
Working capital		1,800,000
Interest income		$ 145,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Outstanding voting percentage		50%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share issued (in Shares)	34,500,000
Purchase additional units (in Shares)	4,500,000
Price per share (in Dollars per share)	$ 10
Generating gross proceeds	$ 345,000,000
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 1.5
Generating gross proceeds		$ 9,000,000
Issuance of private placement warrants (in Shares)		6,000,000
Initial Public Offering and the Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 10
Net proceeds		$ 345,000,000

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Feb. 17, 2021
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000
Private Placement Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Derivative liabilities (in Dollars)	$ 6,000,000
Initial Public Offering [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued	8,625,000
Purchase of aggregate shares		34,500,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	34,500,000
Class A Common Stock [Member] | Private Placement Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of aggregate shares	14,625,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A [Member]
Numerator:
Allocation of net income (loss)	$ 1,533,979	$ 1,561,415	$ 6,208,987	$ (437,437)
Denominator:
Basic and diluted weighted average common stock outstanding	34,500,000	34,500,000	34,500,000	25,541,436
Basic and diluted net income (loss) per common stock	$ 0.04	$ 0.05	$ 0.18	$ (0.02)
Class B [Member]
Numerator:
Allocation of net income (loss)	$ 383,495	$ 390,354	$ 1,552,247	$ (142,713)
Denominator:
Basic and diluted weighted average common stock outstanding	8,625,000	8,625,000	8,625,000	8,332,873
Basic and diluted net income (loss) per common stock	$ 0.04	$ 0.05	$ 0.18	$ (0.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		6 Months Ended
	Feb. 17, 2021	Jun. 30, 2022
Initial Public Offering (Details) [Line Items]
Gross proceeds	$ 345,000,000
Incurring offering costs	19,700,000
Deferred underwriting commissions	12,100,000
Deferred legal fees	$ 152,000
Common stock, description		Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of unit (in Shares)	34,500,000
Purchase option units (in Shares)	4,500,000
Price per unit (in Dollars per share)	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended		6 Months Ended
	Feb. 17, 2021	Jan. 20, 2021	Dec. 11, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Offering cost	$ 19,700,000
Stock split, description		On January 20, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding.
Founder shares (in Shares)	1,125,000
Expenses related to initial public offering				$ 50,000	$ 49,314	$ 105,565	$ 97,584
Borrowed amount	$ 178,000
Working capital loans						$ 1,500,000
Working capital loan bearing percentage				10%		10%
Borrowings				$ 400,000		$ 400,000
Office space, support and administrative services						10,000
Incurred expenses				0	$ 25,000	0	43,000
Accrued service expenses				$ 60,000		$ 60,000		$ 60,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)						4,500,000
Common stock, price per share (in Dollars per share)	$ 10
Private placement warrants (in Shares)				6,000,000		6,000,000
Price per share (in Dollars per share)	$ 10
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 1.5		$ 1.5
Generating proceeds				$ 9,000,000		$ 9,000,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Related party loans description						In March 2022, the Company executed a Working Capital Loan (the “March 2022 Working Capital Loan”), bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. As of June 30, 2022 and December 31, 2021, the Company had $300,000 and $0 in borrowings under the March 2022 Working Capital Loan. As of June 30, 2022 and 2021, the Company had approximately $9,000 and $0 in interest earned on the March 2022 Working Capital Loan. The March 2022 Working Capital Loan has a conversion feature that is considered an embedded derivative, but the value is de minimus, as such, the March 2022 Working Capital Loan is presented at fair value on the accompanying condensed balance sheets.
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants (in Shares)				8,625,000		8,625,000		8,625,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, price per share (in Dollars per share)				$ 12		$ 12
Private placement warrants (in Shares)				34,500,000		34,500,000		34,500,000
Class A Common Stock [Member] | Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.5		$ 11.5
Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Business combination entity at a price per warrant (in Dollars per share)				$ 1.5		$ 1.5
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issued and outstanding shares percentage			20%
Founder Shares [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)			7,187,500
Common stock par value (in Dollars per share)			$ 0.0001
Working Capital Loan [Member]
Related Party Transactions (Details) [Line Items]
Borrowings				$ 61,540		$ 61,540		$ 0
Interest earned						$ 0	$ 0
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Offering cost			$ 25,000
Founder shares forfeited (in Shares)			1,125,000
Expenses related to initial public offering			$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriting discount (in Dollars per share)	$ 0.2
Price per unit (in Dollars per share)	$ 0.35
Underwriters payable	$ 12,100,000
Excess of defer fees	225,000
Deferred legal fees	$ 152,000	$ 152,000
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)	4,500,000
Aggregate price	$ 6,900,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock authorized	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock , shares outstanding	34,500,000	34,500,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of subject to possible redemption reflected on the condensed balance sheets - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of subject to possible redemption reflected on the condensed balance sheets [Abstract]
Gross proceeds from Initial Public Offering		$ 345,000,000
Less:
Fair value of Public Warrants at issuance		(9,660,000)
Offering costs allocated to Class A common stock subject to possible redemption		(19,132,240)
Plus:
Remeasurement of Class A common stock subject to possible redemption amount	$ 76,540	28,792,240
Class A common stock subject to possible redemption	$ 345,076,540	$ 345,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details)		6 Months Ended
	Feb. 17, 2021 shares	Jun. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Number of vote		1
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		80,000,000	80,000,000
Common stock, par value (in Dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common stock, shares issued		34,500,000	34,500,000
Common stock, shares outstanding		34,500,000	34,500,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000	8,625,000
Common stock were subject to forfeiture	1,125,000
Issued and outstanding common stock percentage	20%	20%
Additional units	1,125,000

Warrants (Details)

Warrants (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Warrants expire term	5 years
Exercise price	$ 11.5
Total equity proceeds, percentage	60%
Business combination market price per share	$ 9.2
Market value percentage	115%
Redemption trigger price per share	$ 18
Redemption of warrant description	Redemption of warrants 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 Class A common stock; and     ● if, and only if, the Reference Value equals or exceeds $10.00 per share as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and   ●if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding (in Shares)	8,625,000
Market value percentage	180%
Redemption trigger price per share	$ 10
Warrant exercise price	18
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding (in Shares)		6,000,000
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Exercise price	0.361
Business combination issue price	$ 9.2
Redemption of warrant description	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 as described herein with respect to 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 to each warrant holder; and   ●if, and only if, the last reported sale price of Class A common stock 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Class A Common Stock [Member] | Warrants [Member]
Warrants (Details) [Line Items]
Market value percentage	100%
Warrant exercise price	$ 10

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value Measurements [Member]
Fair Value Measurements (Details) [Line Items]
Derivative warrant liabilities	$ 3.7	$ 2.2	$ 9.9	$ 0.4

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - Money market funds	$ 345,524,198	$ 345,034,062
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	1,293,750	7,158,750
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - Money market funds
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	900,000	4,980,000
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - Money market funds
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurements inputs - Initial Fair Value [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price	$ 11.5
Stock price	$ 9.72
Volatility	17.60%
Term (in years)	6 years 6 months
Risk-free rate	0.85%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items]
Derivative warrant liabilities at beginning
Issuance of Public and Private Warrants		16,380,000
Change in fair value of derivative warrant liabilities		1,755,000
Derivative warrant liabilities at ending		$ 18,135,000
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items]
Transfer of Public and Private Warrants	$ (10,695,000)
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items]
Derivative warrant liabilities at ending
Transfer of Public and Private Warrants	$ (7,440,000)