AlTi Global (ALTI) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	CARTESIAN GROWTH CORPORATION
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001838615
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-40103
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	505 Fifth Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	461-6363
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	GLBL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Class B Ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary share and one-third of one warrant
Trading Symbol	GLBLU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	GLBLW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Cash	$ 565,173	$ 551,258
Prepaid Expenses	36,434	70,406
Total Current Assets	601,607	621,664
Cash and marketable securities held in Trust Account	345,565,682	345,031,308
Total Assets	346,167,289	345,652,972
Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit
Accounts payable and accrued expenses	311,908	182,120
Total Current Liabilities	311,908	182,120
Convertible promissory note – related party	463,261	0
Deferred underwriting fee	12,075,000	12,075,000
Conversion option liability	5,998
Warrant liabilities	13,347,113	23,093,608
Total Liabilities	26,203,280	35,350,728
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 34,500,000 shares, issued and outstanding, at redemption values of approximately $10.02 and $10.00 at June 30, 2022 and December 31, 2021, respectively	345,565,682	345,031,308
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding	863	863
Additional paid-in capital
Accumulated deficit	(25,602,536)	(34,729,927)
Total Shareholders' Deficit	(25,601,673)	(34,729,064)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	$ 346,167,289	$ 345,652,972

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption	34,500,000	34,500,000
Subject to possible redemption shares Outstanding	34,500,000	34,500,000
Ordinary shares subject to possible redemption price per share	$ 10.02	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	200,000,000	200,000,000
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating costs	$ 171,272	$ 211,271	$ 649,845	$ 298,491
Loss from operations	(171,272)	(211,271)	(649,845)	(298,491)
Other (expense) income:
Interest earned on cash and marketable securities held in Trust Account	436,747	12,426	556,742	19,579
Interest expense – debt discount	(4,593)		(4,593)
Offering costs allocated to warrants				(849,993)
Excess of Private Warrants fair value over purchase price				(3,097,200)
Change in fair value of warrant liability	(513,158)	9,444,519	9,746,496	8,570,219
Unrealized gain – treasury bills	(42,178)		(22,368)
Change in fair value of conversion option liability	35,333		35,333
Total other (expense) income	(87,849)	9,456,945	10,311,610	4,642,605
Net (loss) income	$ (259,121)	$ 9,245,674	$ 9,661,765	$ 4,344,114
Common Class A [Member]
Other (expense) income:
Weighted average shares outstanding, basic	34,500,000	34,500,000	34,500,000	23,635,359
Weighted average shares outstanding, diluted	34,500,000	34,500,000	34,500,000	23,635,359
Earnings Per Share, Basic	$ (0.01)	$ 0.21	$ 0.22	$ 0.14
Earnings Per Share, Diluted	$ (0.01)	$ 0.21	$ 0.22	$ 0.14
Common Class B [Member]
Other (expense) income:
Weighted average shares outstanding, basic	8,625,000	8,625,000	8,625,000	8,270,718
Weighted average shares outstanding, diluted	8,625,000	8,625,000	8,625,000	8,270,718
Earnings Per Share, Basic	$ (0.01)	$ 0.21	$ 0.22	$ 0.14
Earnings Per Share, Diluted	$ (0.01)	$ 0.21	$ 0.22	$ 0.14

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Shareholders' Deficit - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class B Ordinary shares
Balance at Dec. 31, 2020	$ 16,908	$ 24,137	$ (7,948)	$ 719
Balance (in Shares) at Dec. 31, 2020				7,187,500
Class B ordinary shares issued to Sponsor	144			$ 144
Class B ordinary shares issued to Sponsor (Shares)				1,437,500
Remeasurement of Class A ordinary shares subject to possible redemption	(33,704,720)	(24,137)	(33,680,583)
Net income (loss)	(4,901,560)		(4,901,560)
Balance at Mar. 31, 2021	(38,589,228)	0	(38,590,091)	$ 863
Balance (in Shares) at Mar. 31, 2021				8,625,000
Remeasurement of Class A ordinary shares subject to possible redemption	(12,426)		(12,426)
Net income (loss)	9,245,674		9,245,674
Balance at Jun. 30, 2021	(29,355,980)	0	(29,356,843)	$ 863
Balance (in Shares) at Jun. 30, 2021				8,625,000
Balance at Dec. 31, 2021	(34,729,064)	0	(34,729,927)	$ 863
Balance (in Shares) at Dec. 31, 2021				8,625,000
Remeasurement of Class A ordinary shares subject to possible redemption	(119,996)		(119,996)
Net income (loss)	9,920,886		9,920,886
Balance at Mar. 31, 2022	(24,928,174)	0	(24,929,037)	$ 863
Balance (in Shares) at Mar. 31, 2022				8,625,000
Remeasurement of Class A ordinary shares subject to possible redemption	(414,378)		(414,378)
Net income (loss)	(259,121)		(259,121)
Balance at Jun. 30, 2022	$ (25,601,673)	$ 0	$ (25,602,536)	$ 863
Balance (in Shares) at Jun. 30, 2022				8,625,000

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net income	$ (259,121)	$ 9,661,765	$ 4,344,114
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(556,742)	(19,579)
Offering costs allocated to warrants			849,993
Excess of Private Warrants fair value over purchase price			3,097,200
Change in fair value of conversion option liability	(35,333)	(35,333)
Interest expense – debt discount	4,593	4,593
Change in fair value of warrant liability	513,158	(9,746,496)	(8,570,219)
Unrealized loss – treasury bills	42,178	22,368
Changes in operating assets and liabilities:
Prepaid expenses		33,972	(343,432)
Accounts payable and accrued expenses		129,788	13,371
Net cash used in operating activities		(486,085)	(628,552)
Cash Flows from Investing Activities:
Investment of cash in Trust Account			(345,000,000)
Net cash used in investing activities			(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting commissions			338,100,000
Proceeds from sale of Private Warrants			8,900,000
Proceeds from issuance of promissory note to Sponsor		500,000	144,890
Payment on promissory issued to Sponsor			(144,890)
Payment of deferred offering costs			(540,060)
Net cash provided by financing activities		500,000	346,459,940
Net change in cash		13,915	831,388
Cash, beginning of period		551,258
Cash, end of the period	$ 565,173	565,173	831,388
Supplemental disclosure of cash flow information:
Initial classification of Class A ordinary shares subject to possible redemption			345,000,000
Change in Class A ordinary shares subject to possible redemption			8,293,766
Initial classification of warrant liability			27,004,700
Deferred underwriters' discount payable charged to additional paid-in capital			$ 12,075,000
Remeasurement of Class A ordinary shares subject to possible redemption		534,374
Discount on convertible promissory note		$ 41,331

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Cartesian Growth Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and its initial public offering (the “IPO”) which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income The Company’s sponsor is CGC Sponsor LLC, a Cayman Islands limited liability Company (the “Sponsor”). On February 26, 2021, the Company consummated the IPO, including the full exercise of the over-allotment option by the underwriters on February 23, 2021, of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares and warrants included in the Units, the “Class A ordinary shares” and “Public Warrants,” respectively), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is further discussed in Note 3. Each Unit consists of one Class A ordinary share and one-third of Form S-1 (File Nos. 333-252784 and 333-253428) for Simultaneously with the closing of the IPO, the Company consummated the sale of 8,900,000 warrants (the “Private Warrants,” and together with the “Public Warrants,” the “Warrants”), at a price of $1.00 per Private Warrant, in a private placement to the Sponsor, generating gross proceeds of $8,900,000, which is further discussed in Note 4. Transaction costs of the IPO amounted to $19,540,060, consisting of $6,900,000 of underwriting commission, $12,075,000 of deferred underwriting commission, and $565,060 of other offering costs. Following the closing of the IPO on February 26, 2021, $345,000,000 (or $10.00 per Unit) of the net offering proceeds of the sale of the Units and the sale of the Private Warrants was placed in a trust account for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds in the Trust Account may be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the or pre-initial business combination The Company will provide the holders of its outstanding Class A ordinary shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The public shareholders will be entitled to redeem their shares at a per-share price, payable including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of then outstanding Class A ordinary shares. The amount in the Trust Account is initially anticipated to be The Company will have until February 26, 2023 to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination by February 26, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A ordinary shares, at a per-share price, payable The Company’s initial shareholders, officers and directors have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares, par value of $0.0001 per share (the “founder shares”) (as described in Note 3) and any Class A ordinary shares purchased during or after the IPO, in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination by February 26, 2023, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A ordinary shares they acquired during or after the IPO if the Company fails to complete the initial Business Combination within the prescribed time frame, and (iii) vote any founder shares held by them and any Class A ordinary shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and the public shareholders would receive such lesser amount per share in connection with any redemption of the Class A ordinary shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination Business Combination Agreement On September 19, 2021, the Company, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies”), Rook MS LLC, a Delaware limited liability company and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”) entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the Company will hold Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the Business Combination Agreement, which will hold the businesses of the Target Companies. On February 11, 2022, the Company, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 1 to the Business Combination Agreement, solely to (a) amend Section 12.01(b) of the Business Combination Agreement for the purpose of extending the Outside Date, as such term is used in the Business Combination Agreement, to July 29, 2022 and (b) amend the form of Registration Rights and Lock-up Agreement attached the General Lock-up Period, as of the Lock-up Shares, as of the Lock-up Shares, two of the Lock-up Shares, three On May 13, 2022, CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 2 to the Business Combination Agreement, solely to amend the definitions of “Alvarium Closing Cash Adjustment,” “Available Cash,” “Companies Equity Value,” “CFO Expenses,” “Excess Transaction Expenses,” “SHP Discretionary Banking Fee,” “TIG Entities Closing Cash Adjustment,” “Transaction Expenses” and “TWMH Closing Cash Adjustment,” and to amend a certain schedule of each of the Alvarium Disclosure Schedule, the TIG Disclosure Schedule and the TWMH Disclosure Schedule. Registration Statement on Form S-4 The Company filed a registration statement on Form S-4 (File No. 333-262644) (the “Form S-4”) with the SEC on February 11, 2022, in connection with the Business Combination Agreement. The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions, representations and warranties, covenants and closing conditions in the Business Combination Agreement, including, but not limited to, approval by the Company’s shareholders of the Business Combination Agreement, the effectiveness of the Form S-4, and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the third quarter of 2022. The Company filed amendments to the Form S-4 with the SEC on May 13, 2022, June 27, 2022, July 25, 2022 and August 8, 2022. Risks and Uncertainties Management continues COVID-19 COVID-19 The military conflict commenced in by the Russian Federation in Ukraine has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect the Company’s ability to consummate an initial Business Combination, or the operations of a target business with which the Company ultimately consummates an initial Business Combination. In addition, the Company’s ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the global economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern Consideration As As Form 10-Q, (“ASU”) 2014-15, “Disclosures Although the Company believes that the previously discussed proposed Business Combination will occur, the Company’s liquidation requirement discussed in the preceding paragraph and liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date these unaudited condensed financial statements were issued if the Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The to Form 10-Q and Article of Regulation S-X of the Form 10-K filed Emerging Growth Company Status The Further Use of Estimates The preparation of unaudited 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of months or less when purchased to be cash equivalents. The Company had cash of $ and $ as of June , and December , , respectively. The Company did not have any cash equivalents as of June , and December , . Concentration of Credit Risk Financial Cash and Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Convertible Debt The Company accounts for promissory notes that feature conversion options in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. These criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Warrant Liabilities The Company evaluates the Warrants (which are discussed in Note 3, Note 4 and Note 9), in accordance with FASB ASC Topic 815-40, “Derivatives (“ASC 815-40”) ASC 815-40, the Offering Costs Associated with the Initial Public Offering The ASC 340-10-S99-1. Offering costs as non-operating expenses Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. All of the 34,500,000 Class A ordinary shares contain a redemption feature which allows for the redemption of such Class A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at June 30, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As Gross Proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (15,007,500 ) Class A ordinary shares issuance costs (18,671,929 ) Plus: Remeasurement of carrying value to redemption value 33,679,429 Interest earned on Trust Account 31,308 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 345,031,308 Interest earned on Trust Account 534,374 Class A ordinary shares subject to possible redemption at June 30, 2022 $ 345,565,682 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both (i) the expected impact of differences between the financial statement and tax basis of assets and liabilities and (ii) for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Additionally, ASC 740 requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits, and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the Class A ordinary shares underlying the Warrants and the Private Warrants, in the calculation of diluted net (loss) income per share, since the exercise of the Warrants is contingent upon the The Company’s condensed statements of operations applies the two-class method Reconciliation of Net (Loss) Income per Share The Company’s net (loss) income is adjusted for the portion of net (loss) income that is allocable to each class of shares. The allocable net (loss) income is calculated by multiplying net (loss) income by the ratio of weighted average number of shares outstanding attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Remeasurement of the carrying value of Class A ordinary shares to redemption value is excluded from net (loss) income per ordinary share because the redemption value approximates fair value. Accordingly, basic and diluted (loss) income per ordinary share is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A ordinary shares subject to possible redemption Numerator: Net (loss) income allocable to Class A ordinary shares subject to possible redemption Net (loss) income $ (259,121 ) $ 9,245,674 $ 9,661,765 $ 4,344,114 Less: Allocation of (loss) income to Class B ordinary shares (51,824 ) 1,849,135 1,932,353 1,126,085 Proportionate share of net (loss) income $ (207,297 ) $ 7,396,539 $ 7,729,412 $ 3,218,029 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 34,500,000 34,500,000 34,500,000 23,635,359 Basic and diluted net (loss) income per share $ (0.01 ) $ 0.21 $ 0.22 $ 0.14 Class B ordinary shares Numerator: Net (loss) income allocable to Class B ordinary shares Net (loss) income $ (259,121 ) $ 9,245,674 $ 9,661,765 $ 4,344,114 Less: Allocation of net (loss) income to Class A ordinary shares subject to possible redemption (207,297 ) 7,396,539 7,729,412 3,218,029 Proportionate share of net (loss) income $ (51,824 ) $ 1,849,135 $ 1,932,353 $ 1,126,085 Denominator: Weighted Average Class B ordinary shares Basic and diluted weighted average shares outstanding 8,625,000 8,625,000 8,625,000 8,270,718 Basic and diluted net (loss) income per share $ (0.01 ) $ 0.21 $ 0.22 $ 0.14 Fair Value of Financial Instruments The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and The fair value of certain of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements The Company’s management does not believe that ther recently issued, but not 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 Public Units On and one-third of Public Warrants Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The Public Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (i) the Company issues additional Class A ordinary shares 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s 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 its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s Class A ordinary shares 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available. Redemption of Warrants When the Price per Class A Ordinary Share 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 Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption • if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations. and recapitalizations), for any 20 trading days within a 30-trading day period • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,900,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $8,900,000, in a private placement. A portion of the proceeds from the sale of the Private Warrants was added to the proceeds from the IPO held in the Trust Account. The Private Warrants are identical to the Public Warrants, except that the Private Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The initial shareholders, officers, directors and independent directors have agreed to waive their redemption rights with respect to any Class A ordinary shares they may acquire during or after the IPO, in connection with the completion of the initial Business Combination. If the Company does not complete the initial Business Combination within the applicable time period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Class A ordinary shares.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On December , , the Company issued an aggregate of founder shares to the Sponsor for an aggregate purchase price of $ , or approximately $ per share, in cash. In , the Sponsor transferred an aggregate of founder shares to its independent directors. On February , , the Company effectuated a recapitalization, and as a result, the initial shareholders held founder shares, including up to founder shares which were subject to forfeiture by the Sponsor, if the over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ full exercise of their over-allotment option on February , , of the Class B ordinary shares are subject to forfeiture any longer. The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note On December , , the Sponsor issued to the Company an unsecured promissory note to borrow up to $ to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of June , or the closing of the IPO. As of February , , the Company had borrowings of $ under the promissory note, and on February , , repaid the $ from the proceeds of the IPO. Working Capital Loans In On to the Sponsor, which was funded in its entirety by the Sponsor upon execution of the Working Capital Note. The Working Capital Note does not bear interest and the principal balance will be payable on the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option, on the Maturity Date, to convert all or any portion of the principal outstanding under the Working Capital Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Working Capital Note being converted, divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Warrants, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. The issuance of the Working Capital Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of June 30, 2022 and December 31, 2021, the Company had $ and $ borrowings under the Working Capital Note, net of debt discount of $ and $ , respectively. Administrative Service Fee The

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option Upon consummation of the IPO on February 26, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,900,000 in the aggregate. The underwriters of the IPO are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $12,075,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred underwriting commission was placed in the Trust Account and will be released to the underwriters only upon the completion of a Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combination. Registration Rights On February 23, 2021, the Company entered into a registration rights agreement with respect to the founder shares, the Private Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of Working Capital Loans), which requires the Company to register such securities for resale (in the case of the founder shares, only after conversion to Class A ordinary shares). Pursuant to such registration rights agreement, the holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Financial Advisor Engagements and Resignations On On

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2022
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 7 — Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares

Shareholders' Deficit

Shareholders' Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 8 — Shareholders’ Deficit Preference Shares Class B Ordinary Shares Prior The an as-converted basis, 20% than one-to-one.

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 tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June , and December , , and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: U.S. Money Market held in Trust Account $ 345,565,682 $ 345,565,682 $ — $ — Liabilities: Public Warrants Liability $ 7,475,000 $ 7,475,000 $ — $ — Private Warrants Liability 5,872,113 — — 5,872,113 Convertible option liability 5,998 — — 5,998 $ 13,353,111 $ 7,475,000 $ — $ 5,878,111 December 31, Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: U.S. Money Market held in Trust Account $ 345,031,308 $ 345,031,308 $ — $ — Liabilities: Public Warrants Liability $ 12,765,000 $ 12,765,000 $ — $ — Private Warrants Liability 10,328,609 — — 10,328,609 $ 23,093,609 $ 12,765,000 $ — $ 10,328,609 The ASC 815-40 and The The following table presents the changes Level 3 liabilities for the six months ended June 30, 2022: Fair Value at January 1, 2022 $ 10,328,609 Change in fair value (4,682,154 ) Fair Value at March 31, 2022 5,646,455 Change in fair value 225,658 Fair Value at June 30, 2022 $ 5,872,113 The following table presents the changes Level 3 liabilities for the year ended December 31, 2021: Fair Value at January 1, 2021 $ — Initial fair value of Public Warrants and Private Warrants 27,004,700 Transfer of Public Warrants to Level 1 (15,007,500 ) Change in fair value (1,668,591 ) Fair Value at December 31, 2021 $ 10,328,609 The key inputs into the Monte Carlo simulation model as of June 30, 2022 and December 31, 2021 were as follows: June 30, 2 December 31, Risk-free interest rate 3.01 % 1.30 % Expected term remaining (years) 5.20 5.49 Expected volatility 8.1 % 17.5 % Trading stock price $ 9.83 $ 9.88 The Company utilizes a Monte Carlo simulation model to estimate the fair value of the conversion feature of the Working Capital Note, which is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the conversion feature of the Working Capital Note are recognized as non-cash gains or losses in the condensed statements of operations. The key assumptions in the Monte Carlo simulation model relate to the expected trading share-price volatility of the Class A ordinary shares, risk-free interest rate, strike price – warrants and debt conversion, expected term of the warrants and the probability of consummation of a Business Combination. The expected trading share-price volatility of the Class A ordinary shares is based on the average trading share price volatility of shares of special purpose acquisition companies (SPACs) that are searching for a target to consummate a business combination. The risk-free interest rate is based on interpolation of U.S. Treasury yields with a term commensurate with the term of the warrants. The Company anticipates the dividend yield to be zero. The expected term of the warrants is assumed to be the timing and likelihood of consummating a Business Combination. The estimated fair value of the conversion feature of the Working Capital Note as of issuance and for the period ended June 30, 2022 are $41,331 and $5,998, respectively. The following are the primary assumptions used for the valuation of the conversion feature of the Working Capital Note: May 25, June 30, Warrant Valuation Terms Risk-free interest rate 2.72 % 3.01 % Expected term remaining (years) 5.32 5.22 Expected volatility 10.9 % 8.1 % Trading share price $ 9.77 $ 9.83 May 25, June 30, Compound Option Terms Strike price – debt conversion $ 1.00 $ 1.00 Strike price – warrants $ 11.50 $ 11.50 Term – debt conversion 0.32 0.22 Term – warrant conversion 5.32 5.22 Probability of consummation of a Business Combination 90 % 90 % Probability of consummation of a Business Combination – Target Date 8/31/2022 90 % 90 % Probability of consummation of a Business Combination – Target Date 2/28/2023 10 % 10 % The following table presents the changes in the fair value of the Level 3 conversion option: Fair value at May 25, 2022 (date of issuance) $ 41,331 Change in fair value (35,333 ) Fair value at June 30, 2022 5,998 There were transfers in or out of Level 3 from other levels in the fair value hierarchy during the period ended June 30, 2022 for the conversion feature of the Working Capital Note.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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 to Form 10-Q and Article of Regulation S-X of the Form 10-K filed
Emerging Growth Company Status	Emerging Growth Company Status The Further
Use of Estimates	Use of Estimates The preparation of unaudited 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	The Company considers all short-term investments with an original maturity of months or less when purchased to be cash equivalents. The Company had cash of $ and $ as of June , and December , , respectively. The Company did not have any cash equivalents as of June , and December , .
Concentration of Credit Risk	Concentration of Credit Risk Financial
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Convertible Debt	Convertible Debt The Company accounts for promissory notes that feature conversion options in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. These criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Warrant Liabilities	Warrant Liabilities The Company evaluates the Warrants (which are discussed in Note 3, Note 4 and Note 9), in accordance with FASB ASC Topic 815-40, “Derivatives (“ASC 815-40”) ASC 815-40, the
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The ASC 340-10-S99-1. Offering costs as non-operating expenses
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. All of the 34,500,000 Class A ordinary shares contain a redemption feature which allows for the redemption of such Class A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at June 30, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As Gross Proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (15,007,500 ) Class A ordinary shares issuance costs (18,671,929 ) Plus: Remeasurement of carrying value to redemption value 33,679,429 Interest earned on Trust Account 31,308 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 345,031,308 Interest earned on Trust Account 534,374 Class A ordinary shares subject to possible redemption at June 30, 2022 $ 345,565,682
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both (i) the expected impact of differences between the financial statement and tax basis of assets and liabilities and (ii) for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Additionally, ASC 740 requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits, and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income Per Share	Net (Loss) Income Per Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the Class A ordinary shares underlying the Warrants and the Private Warrants, in the calculation of diluted net (loss) income per share, since the exercise of the Warrants is contingent upon the The Company’s condensed statements of operations applies the two-class method
Reconciliation of Net (Loss) Income per Share	Reconciliation of Net (Loss) Income per Share The Company’s net (loss) income is adjusted for the portion of net (loss) income that is allocable to each class of shares. The allocable net (loss) income is calculated by multiplying net (loss) income by the ratio of weighted average number of shares outstanding attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Remeasurement of the carrying value of Class A ordinary shares to redemption value is excluded from net (loss) income per ordinary share because the redemption value approximates fair value. Accordingly, basic and diluted (loss) income per ordinary share is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A ordinary shares subject to possible redemption Numerator: Net (loss) income allocable to Class A ordinary shares subject to possible redemption Net (loss) income $ (259,121 ) $ 9,245,674 $ 9,661,765 $ 4,344,114 Less: Allocation of (loss) income to Class B ordinary shares (51,824 ) 1,849,135 1,932,353 1,126,085 Proportionate share of net (loss) income $ (207,297 ) $ 7,396,539 $ 7,729,412 $ 3,218,029 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 34,500,000 34,500,000 34,500,000 23,635,359 Basic and diluted net (loss) income per share $ (0.01 ) $ 0.21 $ 0.22 $ 0.14 Class B ordinary shares Numerator: Net (loss) income allocable to Class B ordinary shares Net (loss) income $ (259,121 ) $ 9,245,674 $ 9,661,765 $ 4,344,114 Less: Allocation of net (loss) income to Class A ordinary shares subject to possible redemption (207,297 ) 7,396,539 7,729,412 3,218,029 Proportionate share of net (loss) income $ (51,824 ) $ 1,849,135 $ 1,932,353 $ 1,126,085 Denominator: Weighted Average Class B ordinary shares Basic and diluted weighted average shares outstanding 8,625,000 8,625,000 8,625,000 8,270,718 Basic and diluted net (loss) income per share $ (0.01 ) $ 0.21 $ 0.22 $ 0.14
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and The fair value of certain of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that ther recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary Of Ordinary Shares Subject To Redemption	As Gross Proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (15,007,500 ) Class A ordinary shares issuance costs (18,671,929 ) Plus: Remeasurement of carrying value to redemption value 33,679,429 Interest earned on Trust Account 31,308 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 345,031,308 Interest earned on Trust Account 534,374 Class A ordinary shares subject to possible redemption at June 30, 2022 $ 345,565,682
Schedule of basic and diluted loss per ordinary share	Accordingly, basic and diluted (loss) income per ordinary share is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A ordinary shares subject to possible redemption Numerator: Net (loss) income allocable to Class A ordinary shares subject to possible redemption Net (loss) income $ (259,121 ) $ 9,245,674 $ 9,661,765 $ 4,344,114 Less: Allocation of (loss) income to Class B ordinary shares (51,824 ) 1,849,135 1,932,353 1,126,085 Proportionate share of net (loss) income $ (207,297 ) $ 7,396,539 $ 7,729,412 $ 3,218,029 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding 34,500,000 34,500,000 34,500,000 23,635,359 Basic and diluted net (loss) income per share $ (0.01 ) $ 0.21 $ 0.22 $ 0.14 Class B ordinary shares Numerator: Net (loss) income allocable to Class B ordinary shares Net (loss) income $ (259,121 ) $ 9,245,674 $ 9,661,765 $ 4,344,114 Less: Allocation of net (loss) income to Class A ordinary shares subject to possible redemption (207,297 ) 7,396,539 7,729,412 3,218,029 Proportionate share of net (loss) income $ (51,824 ) $ 1,849,135 $ 1,932,353 $ 1,126,085 Denominator: Weighted Average Class B ordinary shares Basic and diluted weighted average shares outstanding 8,625,000 8,625,000 8,625,000 8,270,718 Basic and diluted net (loss) income per share $ (0.01 ) $ 0.21 $ 0.22 $ 0.14

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June , and December , , and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: U.S. Money Market held in Trust Account $ 345,565,682 $ 345,565,682 $ — $ — Liabilities: Public Warrants Liability $ 7,475,000 $ 7,475,000 $ — $ — Private Warrants Liability 5,872,113 — — 5,872,113 Convertible option liability 5,998 — — 5,998 $ 13,353,111 $ 7,475,000 $ — $ 5,878,111 December 31, Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: U.S. Money Market held in Trust Account $ 345,031,308 $ 345,031,308 $ — $ — Liabilities: Public Warrants Liability $ 12,765,000 $ 12,765,000 $ — $ — Private Warrants Liability 10,328,609 — — 10,328,609 $ 23,093,609 $ 12,765,000 $ — $ 10,328,609
Schedule of changes Level 3 liabilities	The following table presents the changes Level 3 liabilities for the six months ended June 30, 2022: Fair Value at January 1, 2022 $ 10,328,609 Change in fair value (4,682,154 ) Fair Value at March 31, 2022 5,646,455 Change in fair value 225,658 Fair Value at June 30, 2022 $ 5,872,113 The following table presents the changes Level 3 liabilities for the year ended December 31, 2021: Fair Value at January 1, 2021 $ — Initial fair value of Public Warrants and Private Warrants 27,004,700 Transfer of Public Warrants to Level 1 (15,007,500 ) Change in fair value (1,668,591 ) Fair Value at December 31, 2021 $ 10,328,609
Schedule of key inputs into the Monte Carlo simulation	The key inputs into the Monte Carlo simulation model as of June 30, 2022 and December 31, 2021 were as follows: June 30, 2 December 31, Risk-free interest rate 3.01 % 1.30 % Expected term remaining (years) 5.20 5.49 Expected volatility 8.1 % 17.5 % Trading stock price $ 9.83 $ 9.88
Schedule of primary assumptions used for the valuation of the conversion feature of the Working Capital Note	The following are the primary assumptions used for the valuation of the conversion feature of the Working Capital Note: May 25, June 30, Warrant Valuation Terms Risk-free interest rate 2.72 % 3.01 % Expected term remaining (years) 5.32 5.22 Expected volatility 10.9 % 8.1 % Trading share price $ 9.77 $ 9.83 May 25, June 30, Compound Option Terms Strike price – debt conversion $ 1.00 $ 1.00 Strike price – warrants $ 11.50 $ 11.50 Term – debt conversion 0.32 0.22 Term – warrant conversion 5.32 5.22 Probability of consummation of a Business Combination 90 % 90 % Probability of consummation of a Business Combination – Target Date 8/31/2022 90 % 90 % Probability of consummation of a Business Combination – Target Date 2/28/2023 10 % 10 %
Schedule of changes in the fair value of the Level 3 conversion option	The following table presents the changes in the fair value of the Level 3 conversion option: Fair value at May 25, 2022 (date of issuance) $ 41,331 Change in fair value (35,333 ) Fair value at June 30, 2022 5,998

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended		6 Months Ended	12 Months Ended
	Feb. 26, 2021	Feb. 23, 2021	Jun. 30, 2022	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Gross Proceeds				$ 345,000,000
Public shares redeem percentage	100%		100%
Public share price per share (in Dollars per share)			$ 10
Interest expenses			$ 100,000
Public per share (in Dollars per share)			$ 10
Operating bank account			$ 565,173,000,000
Working Capital Deficit			$ 289,699
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)		34,500,000	8,900,000
Price per share (in Dollars per share)		$ 10	$ 1
Gross proceeds		$ 345,000,000
Gross Proceeds			$ 8,900,000
Transaction costs			19,540,060
Underwriting commission			6,900,000
Deferred underwriting commission			12,075,000
Other offering cost			$ 565,060
Net offering proceeds	$ 345,000,000
Price per warrant (in Dollars per share)	$ 10
Class A Ordinary Shares
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 11.5
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Common Class B [Member]
Organization and Business Operations (Details) [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Cash	$ 565,173	$ 551,258
IPO and Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	20,400,000
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	11,500,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	8,900,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of ordinary shares subject to redemption - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gross Proceeds		$ 345,000,000
Less:Proceeds allocated to Public Warrants		(15,007,500)
Class A ordinary shares issuance cost		(18,671,929)
Plus: Remeasurement of carrying value to redemption value		33,679,429
Interest earned on Trust Account	$ 534,374	31,308
Class A ordinary shares subject to possible redemption	$ 345,565,682	$ 345,031,308

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator: Net (loss) income allocable to Class A ordinary shares subject to possible redemption
Net (loss) income	$ (259,121)		$ 9,245,674	$ 9,661,765	$ 4,344,114
Less: Allocation of (loss) income to Class B ordinary shares	(51,824)		1,849,135	1,932,353	1,126,085
Proportionate share of net (loss) income	(207,297)		7,396,539	7,729,412	3,218,029
Numerator: Net (loss) income allocable to Class B ordinary shares
Net (loss) income	(259,121)		9,245,674	9,661,765	4,344,114
Less: Allocation of net (loss) income to Class A ordinary shares subject to possible redemption	(207,297)		7,396,539	7,729,412	3,218,029
Proportionate share of net (loss) income	$ (51,824)		$ 1,849,135	$ 1,932,353	$ 1,126,085
Common Class A [Member]
Weighted average ordinary shares [Abstract]
Weighted average shares outstanding, basic	34,500,000	34,500,000	34,500,000	34,500,000	23,635,359
Weighted average shares outstanding, diluted	34,500,000		34,500,000	34,500,000	23,635,359
Net (loss) income per share, basic	$ (0.01)		$ 0.21	$ 0.22	$ 0.14
Net (loss) income per share, diluted	$ (0.01)		$ 0.21	$ 0.22	$ 0.14
Common Class B [Member]
Weighted average ordinary shares [Abstract]
Weighted average shares outstanding, basic	8,625,000		8,625,000	8,625,000	8,270,718
Weighted average shares outstanding, diluted	8,625,000		8,625,000	8,625,000	8,270,718
Net (loss) income per share, basic	$ (0.01)		$ 0.21	$ 0.22	$ 0.14
Net (loss) income per share, diluted	$ (0.01)		$ 0.21	$ 0.22	$ 0.14

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		1 Months Ended	6 Months Ended
	Feb. 26, 2021	Feb. 23, 2021	Jun. 30, 2022	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Price per share			$ 9.83	$ 9.88
Business combination description			In addition, if (i) the Company issues additional Class A ordinary shares 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s 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 its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s Class A ordinary shares 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Redemption warrants, description			Redemption of Warrants When the Price per Class A Ordinary Share 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 Warrants):     •   in whole and not in part;     •   at a price of $0.01 per Warrant;     •   upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder;     •   if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations. and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Warrant holders; and     •   if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants.
IPO [Member]
Initial Public Offering (Details) [Line Items]
Purchase price units	34,500,000
Price per unit	$ 10
Number of shares purchased		34,500,000	8,900,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of shares purchased	4,500,000
Class A Ordinary Shares
Initial Public Offering (Details) [Line Items]
Price per share			$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Feb. 23, 2021
IPO [Member]
Private Placement (Details) [Line Items]
Private placement warrants	8,900,000
Price per share	$ 1	$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Price per share	$ 1
Aggregate purchase price	$ 8,900,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2021	Dec. 31, 2020	Feb. 23, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	May 25, 2022	Dec. 31, 2021	Feb. 26, 2021
Related Party Transactions (Details) [Line Items]
Sponsor paid		$ 25,000
Price per share (in Dollars per share)		$ 0.003
Business combination, description						The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Working capital loan				$ 1,500,000		$ 1,500,000
Warrant price per share (in Dollars per share)						$ 1
Office space monthly rent						$ 10,000
Service fee expense				30,000	$ 30,000	60,000	$ 50,000
Debt discount				36,739		36,739			$ 0
Accrued Liabilities [Member]
Related Party Transactions (Details) [Line Items]
Due to related parties				10,000		10,000
Unsecured Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount								$ 500,000
Working Capital Note [Member]
Related Party Transactions (Details) [Line Items]
Notes Payable, Related Parties				$ 463,261		$ 463,261			$ 0
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares (in Shares)	75,000	7,187,500
IPO [Member]
Related Party Transactions (Details) [Line Items]
Sponsor loan expenses		$ 250,000
Borrowings amount										$ 144,890
Value of repaid										$ 144,890
Class B Ordinary Share [Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)			8,625,000	8,625,000		8,625,000
Class B Ordinary Share [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares (in Shares)			1,125,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			6 Months Ended
	Sep. 19, 2021	Feb. 26, 2021	Jun. 30, 2022
Commitments and Contingencies (Details) [Line Items]
Underwriting discount percent		2%
Gross proceeds		$ 6,900,000	$ 12,075,000
Deferred underwriting discount percent			3.50%
Bofa Securities Inc [Member]
Commitments and Contingencies (Details) [Line Items]
Advisory fee	$ 3,000,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement, description			The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions.

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Details) - Common Class A [Member] - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Shares issued	34,500,000	34,500,000
Subject To Possible Redemption [Member]
Temporary Equity [Line Items]
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - $ / shares	1 Months Ended	6 Months Ended
	Feb. 23, 2021	Jun. 30, 2022	Dec. 31, 2021
Shareholders' Equity (Details) [Line Items]
Preference shares, shares authorized		1,000,000	1,000,000
Preference shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Issued and outstanding shares of public offering, percentage		20%
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding		8,625,000	8,625,000
Shares issued	8,625,000	8,625,000
Class B Ordinary Shares [Member] | Founder Shares [Member]
Shareholders' Equity (Details) [Line Items]
Founder Shares (in Shares)	1,125,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Assets:
U.S. Money Market held in Trust Account	$ 345,565,682	$ 345,031,308
Liabilities:
Warrants Liability	13,353,111	23,093,609
Conversion Option [Member]
Liabilities:
Warrants Liability	5,998
Public Warrants Liability [Member]
Liabilities:
Warrants Liability	7,475,000	12,765,000
Private Warrants Liability [Member]
Liabilities:
Warrants Liability	5,872,113	10,328,609
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
U.S. Money Market held in Trust Account	345,565,682	345,031,308
Liabilities:
Warrants Liability	7,475,000	12,765,000
Quoted Prices In Active Markets (Level 1) [Member] | Conversion Option [Member]
Liabilities:
Warrants Liability
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants Liability [Member]
Liabilities:
Warrants Liability	7,475,000	12,765,000
Quoted Prices In Active Markets (Level 1) [Member] | Private Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member]
Assets:
U.S. Money Market held in Trust Account
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] | Conversion Option [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
U.S. Money Market held in Trust Account
Liabilities:
Warrants Liability	5,878,111	10,328,609
Significant Other Unobservable Inputs (Level 3) [Member] | Conversion Option [Member]
Liabilities:
Warrants Liability	5,998
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants Liability [Member]
Liabilities:
Warrants Liability	$ 5,872,113	$ 10,328,609

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes Level 3 liabilities - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Schedule of changes Level 3 fair value liabilities [Abstract]
Fair Value at January 1, 2021	$ 5,646,455	$ 10,328,609	$ 0
Initial fair value of public and private warrants			27,004,700
Transfer of public warrants to Level 1			(15,007,500)
Change in fair value	225,658	(4,682,154)	(1,668,591)
Fair Value at December 31, 2021	$ 5,872,113	$ 5,646,455	$ 10,328,609

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Schedule of Key Inputs into the Monte Carlo Simulation Model - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of key inputs into the Monte Carlo simulation [Abstract]
Risk-free interest rate	3.01%	1.30%
Expected term remaining (years)	5 years 2 months 12 days	5 years 5 months 26 days
Expected volatility	8.10%	17.50%
Trading stock price	$ 9.83	$ 9.88

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	May 25, 2022
Conversion Option [Member]
Fair Value Disclosures [Line Items]
Fair value transfers between levels		$ 0
Liabilities, fair Value disclosure	$ 5,998	5,998	$ 41,331
Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value Disclosures [Line Items]
Fair value transfers between levels	$ 0	$ 0

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Warrant Valuation Terms - $ / shares		6 Months Ended	12 Months Ended
	May 25, 2022	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Line Items]
Risk-free interest rate		3.01%	1.30%
Expected term remaining (years)		5 years 2 months 12 days	5 years 5 months 26 days
Expected volatility		8.10%	17.50%
Trading stock price		$ 9.83	$ 9.88
Working Capital Note [Member]
Fair Value Disclosures [Line Items]
Risk-free interest rate	2.72%	3.01%
Expected term remaining (years)	5 years 3 months 25 days	5 years 2 months 19 days
Expected volatility	10.90%	8.10%
Trading stock price	$ 9.77	$ 9.83

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of Compound Option Terms - Conversion Option [Member]	Jun. 30, 2022 shares	May 25, 2022 shares
Strike Price Debt Conversion [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	1	1
Strike price warrants [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	11.5	11.5
Term Debt Conversion [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	0.22	0.32
Term Warrant Conversion [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	5.22	5.32
Probability of Consummation of a Business Combination [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	90	90
Probability of consummation of a Business Combination – Target Date 8/31/2022 [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	90	90
Probability of consummation of a Business Combination – Target Date 2/28/2023 [Member]
Fair Value Disclosures [Line Items]
Embedded Derivative Liability, Measurement Input	10	10

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 conversion option - Conversion Option [Member]	3 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at May 25, 2022 (date of issuance)	$ 41,331
Change in fair value	(35,333)
Fair value at June 30, 2022	$ 5,998